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. › 23.100.0410 - Quorum of members.

RCW 23.100.0410
Quorum of members.
Unless the organic rules otherwise require a greater number of members or percentage of the voting power, the voting member or members present at a members meeting constitute a quorum.
[ 2019 c 37 § 410.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0411 - Voting by patron members.

RCW 23.100.0411
Voting by patron members.
Except as provided by RCW 23.100.0412(1), each patron member has one vote. The organic rules may allocate voting power among patron members as provided in RCW 23.100.0412(1).
[ 2019 c 37 § 411.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0412 - Allocation of voting power of patron members.

RCW 23.100.0412
Allocation of voting power of patron members.
(1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following:
(a) One member, one vote;
(b) Use or patronage; or
(c) If a patron member is a cooperative, the number of its patron members.
(2) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
[ 2019 c 37 § 412.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0413 - Voting by investor members.

RCW 23.100.0413
Voting by investor members.
If the organic rules provide for investor members, each investor member has one vote, unless the organic rules otherwise provide. The organic rules may provide for the allocation of investor member voting power by class, classes, or any combination of classes.
[ 2019 c 37 § 413.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0414 - Voting requirements for members.

RCW 23.100.0414
Voting requirements for members.
If a limited cooperative association has both patron and investor members, the following rules apply:
(1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote.
(2) Action on any matter is approved only upon the affirmative vote of at least a majority of:
(a) All members voting at the meeting unless more than a majority is required by RCW 23.100.0301 through 23.100.0307, 23.100.1001 through 23.100.1013, or 23.100.1201 through 23.100.1204 or the organic rules; and
(b) Votes cast by patron members unless the organic rules require a larger affirmative vote by patron members.
(3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
[ 2019 c 37 § 414.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0415 - Manner of voting.

RCW 23.100.0415
Manner of voting.
(1) Unless the organic rules otherwise provide, voting by a proxy at a members meeting is prohibited. This subsection does not prohibit delegate voting based on district or class.
(2) If voting by a proxy is permitted, a patron member may appoint only another patron member as a proxy and, if investor members are permitted, an investor member may appoint only another investor member as a proxy.
(3) The organic rules may provide for the manner of and provisions governing the appointment of a proxy.
(4) The organic rules may provide for voting on any question by ballot delivered by mail or voting by other means on questions that are subject to vote by members.
[ 2019 c 37 § 415.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0416 - Action without a meeting.

RCW 23.100.0416
Action without a meeting.
(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if the action is approved by members entitled to vote on the action in the aggregate not less than the minimum number of votes that would be necessary to approve that action at a meeting of which all members entitled to vote on the action were present and voted. Action may be approved by members without a meeting or a vote by means of execution of a single consent or multiple consents in a record to the action.
(2) Consent under subsection (1) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote.
(3) Consent to any action may specify the effective date or time of the action.
[ 2019 c 37 § 416.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0417 - Districts and delegates—Classes of members.

RCW 23.100.0417
Districts and delegates—Classes of members.
(1) The organic rules may provide for the formation of geographic districts of patron members and:
(a) For the conduct of patron member meetings by districts and the election of directors at the meetings; or
(b) That districts may elect district delegates to represent and vote for the district at members meetings.
(2) A delegate elected under subsection (1)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules.
(3) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and:
(a) For the conduct of members meetings by classes and the election of directors at the meetings; or
(b) That classes may elect class delegates to represent and vote for the class in members meetings.
(4) A delegate elected under subsection (3)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules.
[ 2019 c 37 § 417.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0418 - Approval of certain transactions.

RCW 23.100.0418
Approval of certain transactions.
(1) For a limited cooperative association to approve a plan for a transaction under RCW 23.100.1301 through 23.100.1320, the plan must be approved by a majority of the board of directors, or a greater vote if required by the organic rules, and the board shall call a members meeting to consider the plan, hold the meeting not later than ninety days after approval of the plan by the board, and, subject to RCW 23.100.0419, mail or otherwise transmit or deliver in a record to each member:
(a) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record reasonably may be obtained by a member;
(b) A recommendation that the members approve the plan, or if the board determines that because of a conflict of interest or other 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 plan to the members; and
(d) Notice of the meeting at which the plan will be considered, which must be given in the same manner as notice of a special meeting of members.
(2) Subject to subsections (3) and (4) of this section, a plan must be approved by:
(a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1) 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 vote by patron members.
(3) The organic rules may provide that the required vote under subsection (2)(a) of this section be:
(a) A different fraction that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of (a) and (b) of this subsection.
(4) The vote required under subsections (2) and (3) of this section to approve a plan may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(5) A member's consent in a record to a plan must be delivered to the limited cooperative association before delivery to the secretary of state for filing of articles of merger or conversion if, as a result of the merger or conversion, the member will have interest holder liability for debts, obligations, or other liabilities that are incurred after the transaction becomes effective.
(6) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a transaction under RCW 23.100.1301 through 23.100.1320.
[ 2019 c 37 § 418.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0419 - Notice to members of consumer cooperative.

RCW 23.100.0419
Notice to members of consumer cooperative.
(1) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by:
(a) Posting the information or materials on an electronic network not less than thirty days prior to the meeting at which such information or materials will be considered by members; and
(b) Delivering to those members who are eligible to vote a notification, either in a meeting notice authorized under this chapter or in such other reasonable form as the board of directors may specify, setting forth the address of the electronic network at which and the date after which such information or materials will be posted and available for viewing by members eligible to vote, together with comprehensible instructions regarding how to obtain access to the information and materials posted on the electronic network.
(2) A consumer cooperative that elects to post information or materials required by this chapter on an electronic network shall, at its expense, provide a copy of such information or materials in a written or other tangible medium to any member who is eligible to vote and so requests.
[ 2019 c 37 § 419.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0501 - Member's interest.

RCW 23.100.0501
Member's interest.
A member's interest:
(1) Is personal property;
(2) Consists of:
(a) Governance rights;
(b) Financial rights; and
(c) The right or obligation, if any, to do business with the limited cooperative association; and
(3) May be in certificated or uncertificated form.
[ 2019 c 37 § 501.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0502 - Patron and investor members' interests.

RCW 23.100.0502
Patron and investor members' interests.
(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person:
(a) If admitted as a patron member, remains a patron member;
(b) If admitted as an investor member, remains an investor member; and
(c) If admitted as a patron member and investor member remains a patron and investor member if not dissociated in one of the capacities.
[ 2019 c 37 § 502.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0503 - Transferability of member's interest.

RCW 23.100.0503
Transferability of member's interest.
(1) The provisions of this chapter relating to the transferability of a member's interest are subject to Title 62A RCW.
(2) Unless the organic rules otherwise provide, a member's interest other than financial rights is not transferable.
(3) Unless a transfer is restricted or prohibited by the organic rules, a member may transfer its financial rights in the limited cooperative association.
(4) The terms of any restriction on transferability of financial rights must be:
(a) Set forth in the organic rules and the member records of the association; and
(b) Conspicuously noted on any certificates evidencing a member's interest.
(5) A transferee of a member's financial rights, to the extent the rights are transferred, has the right to share in the allocation of profits or losses and to receive the distributions to the member transferring the interest to the same extent as the transferring member.
(6) A transferee of a member's financial rights does not become a member upon transfer of the rights unless the transferee is admitted as a member by the limited cooperative association.
(7) A limited cooperative association need not give effect to a transfer under this section until the association has notice of the transfer.
(8) A transfer of a member's financial rights in violation of a restriction on transfer contained in the organic rules is ineffective if the intended transferee has notice of the restriction at the time of transfer.
[ 2019 c 37 § 503.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0601 - Board of directors.

RCW 23.100.0601
Board of directors.
(1) A limited cooperative association must have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members.
(2) The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter.
(3) An individual is not an agent for a limited cooperative association solely by being a director.
[ 2019 c 37 § 601.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0602 - No liability as director for limited cooperative association's obligations.

RCW 23.100.0602
No liability as director for limited cooperative association's obligations.
A debt, obligation, or other liability of a limited cooperative association is solely that of the association and is not a debt, obligation, or other liability of a director solely by reason of being a director. An individual is not personally liable, directly or indirectly, for an obligation of an association solely by reason of being a director.
[ 2019 c 37 § 602.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0603 - Qualifications of directors.

RCW 23.100.0603
Qualifications of directors.
(1) Unless the organic rules otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members.
(2) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association.
(3) If the organic rules provide for nonmember directors, at least two-thirds of the directors must be members.
(4) The organic rules may provide qualifications for directors in addition to those in this section.
[ 2019 c 37 § 603.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0604 - Election of directors and composition of board.

RCW 23.100.0604
Election of directors and composition of board.
(1) Unless the organic rules require a greater number:
(a) At least one-third of the directors must be patron members; and
(b) A majority of the board of directors must be elected exclusively by patron members.
(2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, the directors who are not elected exclusively by patron members are elected by the investor members.
(3) Subject to subsection (1) of this section, the organic rules may provide for the election of all or a specified number of directors by one or more districts or classes of members.
(4) Subject to subsection (1) of this section, the organic rules may provide for the nomination or election of directors by districts or classes, directly or by district delegates.
(5) If a class of members consists of a single member, the organic rules may provide for the member to appoint a director or directors.
(6) Unless the organic rules otherwise provide, cumulative voting for directors is prohibited.
(7) Except as otherwise provided by the organic rules, subsection (5) of this section, or RCW 23.100.0202, 23.100.0416, 23.100.0417, and 23.100.0609, member directors must be elected at an annual members meeting.
[ 2019 c 37 § 604.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0605 - Term of director.

RCW 23.100.0605
Term of director.
(1) Unless the organic rules otherwise provide, and subject to subsections (3) and (4) of this section and RCW 23.100.0202(4), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three years.
(2) Unless the organic rules otherwise provide, a director may be reelected.
(3) Except as otherwise provided in subsection (4) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies.
(4) Unless the organic rules otherwise provide, a director does not serve the remainder of the director's term if the director ceases to qualify to be a director.
[ 2019 c 37 § 605.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0606 - Resignation of director.

RCW 23.100.0606
Resignation of director.
A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.
[ 2019 c 37 § 606.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0607 - Removal of director.

RCW 23.100.0607
Removal of director.
Unless the organic rules otherwise provide, the following rules apply:
(1) Members may remove a director with or without cause.
(2) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more executed petitions submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:
(a) Not later than thirty days following receipt of the petition by the association, mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting which complies with RCW 23.100.0408; and
(b) Call a special meeting of members to be held at least ten and not more than one hundred twenty days after providing the notice required by (a) of this subsection.
(4) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
[ 2019 c 37 § 607.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0608 - Suspension of director by board.

RCW 23.100.0608
Suspension of director by board.
(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in:
(a) Fraudulent conduct with respect to the association or its members;
(b) Abuse of the position of director;
(c) Intentional or reckless infliction of harm on the association;
(d) Failure to substantially perform the duties of a director;
(e) Actions not in the best interests of the association;
(f) Behavior that is disruptive to the proceedings of the board of directors; or
(g) Any other behavior, act, or omission as provided by the organic rules.
(2) A suspension under this section is effective until the next meeting of members at which directors are elected.
(3) A director suspended under this section is, during the period of suspension, treated as though not a director.
(4) A suspension under this section requires concurrence of two-thirds of the full membership of the board of directors, excluding the director who is the subject of the vote to suspend.
[ 2019 c 37 § 608.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0609 - Vacancy on board.

RCW 23.100.0609
Vacancy on board.
(1) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled within a reasonable time by majority vote of the remaining directors.
(2) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district:
(a) The new director must be of that class or district; and
(b) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy.
(3) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
[ 2019 c 37 § 609.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0610 - Remuneration of directors.

RCW 23.100.0610
Remuneration of directors.
Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under RCW 23.100.0617(1).
[ 2019 c 37 § 610.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0611 - Meetings.

RCW 23.100.0611
Meetings.
(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state.
(2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
[ 2019 c 37 § 611.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0612 - Action without meeting.

RCW 23.100.0612
Action without meeting.
(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action.
(2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors.
(3) A record of consent for any action under subsection (1) of this section may specify the effective date or time of the action.
[ 2019 c 37 § 612.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0613 - Meetings and notice.

RCW 23.100.0613
Meetings and notice.
(1) Unless the organic rules otherwise provide, a board of directors may establish a time, date, and place for regular board meetings, and notice of the time, date, place, or purpose of those meetings is not required.
(2) Unless the organic rules otherwise provide, notice of the time, date, and place of a special meeting of a board of directors must be given to all directors at least two days before the meeting.
(3) The organic rules may require that the notice under subsection (2) of this section contain a statement of the purpose of the meeting, and may additionally require that the meeting be limited to the matters contained in the statement.
[ 2019 c 37 § 613.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0614 - Waiver of notice of meeting.

RCW 23.100.0614
Waiver of notice of meeting.
(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting.
(2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting.
[ 2019 c 37 § 614.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0615 - Quorum.

RCW 23.100.0615
Quorum.
(1) Unless the articles of organization provide for a different number, a majority of the total number of directors specified by the organic rules constitutes a quorum for a meeting of the directors. The articles of organization may not provide for a quorum that is less than one-third of the total number of directors specified by the organic rules.
(2) If a quorum of the board of directors is present at the beginning of a meeting, any action taken by the directors present is valid even if withdrawal of directors originally present results in the number of directors being fewer than the number required for a quorum.
(3) A director present at a meeting but objecting to notice under RCW 23.100.0614(2) does not count toward a quorum.
[ 2019 c 37 § 615.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0616 - Voting.

RCW 23.100.0616
Voting.
(1) Each director shall have one vote for purposes of decisions made by the board of directors.
(2) Unless the organic rules provide for a greater number, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
[ 2019 c 37 § 616.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0617 - Committees.

RCW 23.100.0617
Committees.
(1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee.
(2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member.
(3) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee.
(4) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not:
(a) Approve allocations or distributions except according to a formula or method prescribed by the board of directors;
(b) Approve or propose to members action requiring approval of members; or
(c) Fill vacancies on the board of directors or any of its committees.
[ 2019 c 37 § 617.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0618 - Standards of conduct and liability.

RCW 23.100.0618
Standards of conduct and liability.
Except as otherwise provided in RCW 23.100.0620:
(1) The discharge of the duties of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW; and
(2) The liability of a director or member of a committee of the board of directors is governed by the law applicable to directors of entities organized under Title 23B RCW.
[ 2019 c 37 § 618.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0619 - Conflict of interest.

RCW 23.100.0619
Conflict of interest.
(1) The law applicable to conflicts of interest between a director of an entity organized under Title 23B RCW governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors.
(2) A director does not have a conflict of interest under chapter 23.95 RCW and this chapter or the organic rules solely because the director's conduct relating to the duties of the director may further the director's own interest.
[ 2019 c 37 § 619.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0620 - Other considerations of directors.

RCW 23.100.0620
Other considerations of directors.
Unless the articles of organization otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long and short term interest of the association and its members, may consider any or all of:
(1) The interest of employees, customers, and suppliers of the association;
(2) The interest of the local, state, national, or world community in which the association operates;
(3) The environment; and
(4) Other cooperative principles and values that may be applied in the context of the decision.
[ 2019 c 37 § 620.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0621 - Right of director or committee member to information.

RCW 23.100.0621
Right of director or committee member to information.
A director or a member of a committee appointed under RCW 23.100.0617 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association.
[ 2019 c 37 § 621.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0622 - Appointment and authority of officer.

RCW 23.100.0622
Appointment and authority of officer.
(1) A limited cooperative association has the officers:
(a) Provided in the organic rules; or
(b) Established by the board of directors in a manner not inconsistent with the organic rules.
(2) The organic rules may designate or, if the organic rules do not designate, the board of directors shall designate, one of the association's officers for preparing all records required by RCW 23.100.0110 and for the authentication of records.
(3) Unless the organic rules otherwise provide, the board of directors shall appoint the officers of the limited cooperative association.
(4) Officers of a limited cooperative association shall perform the duties the organic rules prescribe or as authorized by the board of directors in a manner consistent with the organic rules.
(5) The election or appointment of an officer of a limited cooperative association does not of itself create a contract between the association and the officer.
(6) Unless the organic rules otherwise provide, an individual may simultaneously hold more than one office in a limited cooperative association.
[ 2019 c 37 § 622.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0623 - Resignation and removal of officers.

RCW 23.100.0623
Resignation and removal of officers.
(1) The board of directors may remove an officer at any time with or without cause.
(2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.
[ 2019 c 37 § 623.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0701 - Indemnification and advancement of expenses—Insurance.

RCW 23.100.0701
Indemnification and advancement of expenses—Insurance.
(1) Indemnification and advancement of expenses of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by Title 23B RCW.
(2) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by Title 23B RCW.
[ 2019 c 37 § 701.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0801 - Members' contributions.

RCW 23.100.0801
Members' contributions.
Unless the organic rules establish the amount, manner, or method of determining any contribution requirements for members, the board of directors may establish the amount, manner, or other method of determining any contribution requirements for members.
[ 2019 c 37 § 801.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0802 - Contribution and validation.

RCW 23.100.0802
Contribution and validation.
(1) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform services for, or provide another benefit to the association.
(2) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association's records.
(3) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
[ 2019 c 37 § 802.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0803 - Allocation of profits and losses.

RCW 23.100.0803
Allocation of profits and losses.
(1) The organic rules may provide for allocating profits of a limited cooperative association among members, among persons that are not members but conduct business with the association, to an unallocated account, or to any combination thereof. Unless the organic rules otherwise provide, losses of the association must be allocated in the same proportion as profits.
(2) Unless the organic rules otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members.
(3) If a limited cooperative association has investor members, the organic rules may not reduce the allocation to patron members to less than fifty percent of profits. For purposes of this subsection, the following rules apply:
(a) Amounts paid or due on contracts for the delivery to the association by patron members of products, goods, or services are not considered amounts allocated to patron members.
(b) Amounts paid, due, or allocated to investor members as a stated fixed return on equity are considered amounts allocated to investor members.
(4) Unless prohibited by the organic rules, in determining the profits for allocation under subsections (1) through (3) of this section, the board of directors may first deduct and set aside a part of the profits to create or accumulate:
(a) An unallocated capital reserve; and
(b) Reasonable unallocated reserves for specific purposes, including expansion and replacement of capital assets; education, training, and cooperative development; creation and distribution of information concerning principles of cooperation; and community responsibility.
(5) Subject to subsections (2) and (6) of this section and the organic rules, the board of directors shall allocate the amount remaining after any deduction or setting aside of profits for unallocated reserves under subsection (4) of this section:
(a) To patron members in the ratio of each member's patronage to the total patronage of all patron members during the period for which allocations are to be made; and
(b) To investor members, if any, in the ratio of each investor member's contributions to the total contributions of all investor members.
(6) For purposes of allocation of profits and losses or specific items of profits or losses of a limited cooperative association to members, the organic rules may establish allocation units or methods based on separate classes of members or, for patron members, on class, function, division, district, department, allocation units, pooling arrangements, members' contributions, or other equitable methods.
[ 2019 c 37 § 803.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0804 - Distributions.

RCW 23.100.0804
Distributions.
(1) Unless the organic rules otherwise provide and subject to RCW 23.100.0806, the board of directors may authorize, and the limited cooperative association may make, distributions to members.
(2) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association's own or other securities.
[ 2019 c 37 § 804.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0805 - Redemption or repurchase.

RCW 23.100.0805
Redemption or repurchase.
Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the organic rules but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold authorization for any reason in its sole discretion. A redemption or repurchase is treated as a distribution for purposes of RCW 23.100.0806.
[ 2019 c 37 § 805.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0807 - Liability for improper distributions—Limitation of action.

RCW 23.100.0807
Liability for improper distributions—Limitation of action.
(1) A director of a limited cooperative association who votes for or assents to a distribution made in violation of RCW 23.100.0806 or the association's articles of organization is personally liable to the association for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23.100.0806 or the articles of organization if it is established that the director did not perform the director's duties in compliance with RCW 23.100.0618. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.
(2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution:
(a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and
(b) From each member for the amount the member accepted knowing the distribution was made in violation of RCW 23.100.0806 or the articles of organization.
(3) A member who accepts a distribution made in violation of RCW 23.100.0806 or the articles of organization is personally liable to the corporation for the amount of any distribution received by the member to the extent it exceeds the amount that could have been distributed to the member without violating RCW 23.100.0806 or the articles of organization, if it is established that the member accepted the distribution knowing that it was made in violation of RCW 23.100.0806 or the articles of organization.
(4) A member held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other member who could be held liable under subsection (3) of this section for the unlawful distribution.
(5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under RCW 23.100.0806(4), or (b) the expiration of the period specified in RCW 23.100.1010(3).
[ 2019 c 37 § 807.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0808 - Relation to state securities law.

RCW 23.100.0808
Relation to state securities law.
A patron member's interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under RCW 21.20.320(16).
[ 2019 c 37 § 808.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0809 - Alternative distribution of unclaimed property, distributions, redemptions, or payments.

RCW 23.100.0809
Alternative distribution of unclaimed property, distributions, redemptions, or payments.
A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments under chapter 23.86 RCW.
[ 2019 c 37 § 809.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0902 - Effect of dissociation.

RCW 23.100.0902
Effect of dissociation.
(1) When a person is dissociated as a member:
(a) The person's right to participate as a member in the management and conduct of the limited cooperative association's activities and affairs terminates; and
(b) Subject to RCW 23.100.0903, any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee.
(2) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited cooperative association or the other members which the person incurred while a member.
[ 2019 c 37 § 902.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0903 - Power of legal representative of deceased member.

RCW 23.100.0903
Power of legal representative of deceased member.
If a member dies, the deceased member's legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under RCW 23.100.0405.
[ 2019 c 37 § 903.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1001 - Dissolution and winding up.

RCW 23.100.1001
Dissolution and winding up.
A limited cooperative association is dissolved only as provided in this section and RCW 23.100.1002 through 23.100.1013 and upon dissolution winds up in accordance with this section and RCW 23.100.1002 through 23.100.1013.
[ 2019 c 37 § 1001.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.1002 - Nonjudicial dissolution.

RCW 23.100.1002
Nonjudicial dissolution.
Except as otherwise provided in RCW 23.100.1003 and 23.95.615, a limited cooperative association is dissolved and its activities must be wound up:
(1) Upon the occurrence of an event or at a time specified in the articles of organization;
(2) Upon the action of the association's organizers, board of directors, or members under RCW 23.100.1004 or 23.100.1005; or
(3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association:
(a) Has a sole member that is a cooperative; or
(b) Not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.
[ 2019 c 37 § 1002.]