reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.95 - Uniform Business Organizations Code. › 23.95.550 - Termination of registration.

RCW 23.95.550
Termination of registration.
(1) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (2) and (3) of this section if:
(a) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state under this chapter or law of this state other than this chapter;
(b) The entity does not deliver to the secretary of state for filing an annual report when it is due;
(c) The entity does not have a registered agent as required by RCW 23.95.405;
(d) The entity does not deliver to the secretary of state for filing a statement of change under RCW 23.95.430 if change occurs in the name or address of the entity's registered agent;
(e) A governor, officer, or agent of the entity executed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; or
(f) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation stating that it has been dissolved or disappeared as the result of a merger.
(2) If the secretary of state determines that one or more grounds for termination exist under subsection (1) of this section, the secretary of state shall deliver a notice of the determination to the registered foreign entity's registered agent or, if the entity does not have a registered agent, to the entity's principal office. The notice must state the grounds for termination under subsection (1) of this section.
(3) If the entity does not cure each ground for termination stated in the notice within sixty days after the notice is effective, the secretary of state shall terminate the registration of the foreign entity by filing a statement of termination that recites the ground or grounds for termination and the effective date of termination and delivering a copy of the statement of termination to the foreign entity.
(4) The authority of a registered foreign entity to do business in this state ceases on the effective date of termination shown on the statement of termination.
(5) The termination of a foreign entity's registration does not terminate the authority of the registered agent of the foreign entity.
[ 2015 c 176 § 1511.]
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 23.95 - Uniform Business Organizations Code. › 23.95.555 - Action by attorney general.

RCW 23.95.555
Action by attorney general.
The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.
[ 2015 c 176 § 1512.]
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 23.95 - Uniform Business Organizations Code. › 23.95.600 - Domestic entity—Definition.

RCW 23.95.600
Domestic entity—Definition.
For the purposes of this Article 6, the term "domestic entity" does not include a domestic limited liability partnership.
[ 2015 c 176 § 1601.]
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 23.95 - Uniform Business Organizations Code. › 23.95.605 - Grounds.

RCW 23.95.605
Grounds.
The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively if:
(1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due;
(2) The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due;
(3) The entity does not have a registered agent in this state for thirty consecutive days; or
(4) The entity's period of duration stated in its public organic record expired.
[ 2015 c 176 § 1602.]
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 23.95 - Uniform Business Organizations Code. › 23.95.610 - Procedure and effect.

RCW 23.95.610
Procedure and effect.
(1) If the secretary of state determines that one or more grounds exist under RCW 23.95.605 for administratively dissolving a domestic entity, the secretary of state shall serve the entity pursuant to RCW 23.95.250 with notice in a record of the secretary of state's determination.
(2) If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to RCW 23.95.250.
(3) A domestic entity that is dissolved administratively continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under RCW 23.95.615.
(4) The administrative dissolution of a domestic entity does not terminate the authority of its registered agent.
[ 2015 c 176 § 1603.]
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 23.95 - Uniform Business Organizations Code. › 23.95.615 - Reinstatement.

RCW 23.95.615
Reinstatement.
(1) A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective date of dissolution. The application must be executed by the entity and state:
(a) The name of the entity and a statement that the name satisfies RCW 23.95.300; if the name does not satisfy RCW 23.95.300, the entity must deliver with its application an amendment to its public organic record changing its name;
(b) The address of the principal office of the entity and the name and address of its registered agent;
(c) The effective date of the entity's administrative dissolution; and
(d) That the grounds for dissolution did not exist or have been cured.
(2) To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement.
(3) If the secretary of state determines that an application under subsection (1) of this section contains the information required by subsection (1) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (2) of this section have been made, the secretary of state shall:
(a) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement;
(b) File the statement; and
(c) Serve a copy of the statement on the entity.
(4) When reinstatement under this section is effective as provided in RCW 23.95.210:
(a) It relates back to and takes effect as of the effective date of the administrative dissolution; and
(b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.
[ 2015 c 176 § 1604.]
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 23.95 - Uniform Business Organizations Code. › 23.95.620 - Judicial review of denial of reinstatement.

RCW 23.95.620
Judicial review of denial of reinstatement.
(1) If the secretary of state denies a domestic entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial.
(2) An entity may seek judicial review of denial of reinstatement in the superior court not later than thirty days after service of the notice of denial.
[ 2015 c 176 § 1605.]
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 23.95 - Uniform Business Organizations Code. › 23.95.625 - Entity name not distinguishable from name of governmental entity.

RCW 23.95.625
Entity name not distinguishable from name of governmental entity.
(1) Any county, city, town, district, or other political subdivision of the state, or the state of Washington or any department or agency of the state, may apply to the secretary of state for the administrative dissolution, or the termination of registration, of any entity using a name that is not distinguishable from the name of the applicant for dissolution. The application must state the precise legal name of the governmental entity and its date of formation and the applicant shall mail a copy to the entity's registered agent. If the name of the entity is not distinguishable from the name of the applicant, then, except as provided in subsection (4) of this section, the secretary of state shall commence proceedings for administrative dissolution under RCW 23.95.610 or termination of registration under RCW 23.95.550.
(2) A name may not be considered distinguishable by virtue of the items specified in RCW 23.95.300(3).
(3)(a) The following are not distinguishable for purposes of this section:
(i) "City of Anytown" and "City of Anytown, Inc."; and
(ii) "City of Anytown" and "Anytown City."
(b) The following are distinguishable for purposes of this section:
(i) "City of Anytown" and "Anytown, Inc.";
(ii) "City of Anytown" and "The Anytown Company"; and
(iii) "City of Anytown" and "Anytown Cafe, Inc."
(4) If the entity that is the subject of the application was formed or registered before the formation of the applicant as a governmental entity, then this section applies only if the applicant for dissolution provides a certified copy of a final judgment of a court of competent jurisdiction determining that the applicant holds a superior property right to the name than does the entity.
(5) The duties of the secretary of state under this section are ministerial.
[ 2015 c 176 § 1606.]
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 23.95 - Uniform Business Organizations Code. › 23.95.700 - Reservation of power to amend or repeal.

RCW 23.95.700
Reservation of power to amend or repeal.
The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign entities subject to this chapter are governed by the amendment or repeal.
[ 2015 c 176 § 1701.]
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 23.95 - Uniform Business Organizations Code. › 23.95.705 - Supplemental principles of law.

RCW 23.95.705
Supplemental principles of law.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
[ 2015 c 176 § 1702.]
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 23.95 - Uniform Business Organizations Code. › 23.95.710 - Relation to electronic signatures in global and national commerce act.

RCW 23.95.710
Relation to electronic signatures in global and national commerce act.
This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
[ 2015 c 176 § 1703.]
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 23.95 - Uniform Business Organizations Code. › 23.95.715 - Savings.

RCW 23.95.715
Savings.
The repeal of a statute by chapter 176, Laws of 2015 does not affect:
(1) The operation of the statute or any action taken under it before its repeal;
(2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or
(4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
[ 2015 c 176 § 1704.]
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 23.100 - Limited Cooperative Associations. › 23.100.0101 - Short title.

RCW 23.100.0101
Short title.
This chapter may be cited as the Washington limited cooperative association act.
[ 2019 c 37 § 101.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0103 - Nature of limited cooperative association.

RCW 23.100.0103
Nature of limited cooperative association.
(1) A limited cooperative association organized under this chapter is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining:
(a) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and
(b) Separate investments in the association by members who may receive returns on their investments and a share of control.
(2) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (1) of this section does not alone prevent the association from being formed under and governed by this chapter nor does it alone provide a basis for an action against the association.
[ 2019 c 37 § 103.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0104 - Purpose and duration of limited cooperative association.

RCW 23.100.0104
Purpose and duration of limited cooperative association.
(1) A limited cooperative association is an entity distinct from its members.
(2) A limited cooperative association may be organized for any lawful purpose, regardless of whether for profit, except that a limited cooperative association may not be organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
(3) Unless the articles of organization state a term for a limited cooperative association's existence, the association has perpetual duration.
[ 2019 c 37 § 104.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0105 - Powers.

RCW 23.100.0105
Powers.
Unless its articles of organization provide otherwise, a limited cooperative association has the capacity to sue and be sued in its own name and has the power to do all things necessary or convenient to carry on its activities and affairs. An association may maintain an action against a member for harm caused to the association by the member's violation of a duty to the association or of the organic law or organic rules.
[ 2019 c 37 § 105.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0106 - Governing law.

RCW 23.100.0106
Governing law.
The law of this state governs:
(1) The internal affairs of a limited cooperative association; and
(2) The liability of a member as a member and a director as a director for the debts, obligations, or other liabilities of a limited cooperative association.
[ 2019 c 37 § 106.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0107 - Requirements of other laws.

RCW 23.100.0107
Requirements of other laws.
(1) This chapter does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or members of either.
(2) A limited cooperative association may not conduct an activity that, under law of this state other than this chapter, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
[ 2019 c 37 § 107.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0108 - Relation to restraint of trade and antitrust laws.

RCW 23.100.0108
Relation to restraint of trade and antitrust laws.
To the extent a limited cooperative association or activities conducted by the association in this state meet the material requirements for other cooperatives entitled to an exemption from or immunity under any provision of RCW 19.86.030 through 19.86.050, the association and its activities are entitled to the exemption or immunity. This section does not create any new exemption or immunity for an association or affect any exemption or immunity provided to a cooperative organized under any law other than this chapter.
[ 2019 c 37 § 108.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0110 - Required information.

RCW 23.100.0110
Required information.
(1) Subject to subsection (2) of this section, a limited cooperative association shall maintain in a record available at its principal office:
(a) A list containing the name, last known street address and, if different, mailing address, and term of office of each director and officer;
(b) The initial articles of organization and all amendments to and restatements of the articles, together with an executed copy of any power of attorney under which any article, amendment, or restatement has been executed;
(c) The initial bylaws and all amendments to and restatements of the bylaws;
(d) All filed articles of merger and conversion;
(e) All financial statements of the association for the three most recent years;
(f) The most recent annual report delivered by the association to the secretary of state;
(g) The minutes of members meetings for the period of the association's existence;
(h) Evidence of all actions taken by members without a meeting for the period of the association's existence;
(i) A list containing:
(i) The name, in alphabetical order, and last known street address and, if different, mailing address of each patron member and each investor member; and
(ii) If the association has districts or classes of members, information from which each current member in a district or class may be identified;
(j) The federal income tax returns, any state and local income tax returns, and any tax reports of the association for the three most recent years;
(k) Accounting records maintained by the association in the ordinary course of its operations for the three most recent years;
(l) The minutes of directors meetings for the period of the association's existence;
(m) Evidence of all actions taken by directors without a meeting for the period of the association's existence;
(n) The amount of money contributed and agreed to be contributed by each member;
(o) A description and statement of the agreed value of contributions or benefits other than money made or provided and agreed to be made or provided by each member;
(p) The times at which, or events on the happening of which, any additional contribution is to be made by each member;
(q) For each member, a description and statement of the member's interest or information from which the description and statement can be derived; and
(r) All communications concerning the association made in a record to all members, or to all members in a district or class, for the three most recent years.
(2) If a limited cooperative association has existed for less than the period for which records must be maintained under subsection (1) of this section, the period records must be kept is the period of the association's existence.
(3) The organic rules may require that more information be maintained.
[ 2019 c 37 § 110.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0111 - Business transactions of member with limited cooperative association.

RCW 23.100.0111
Business transactions of member with limited cooperative association.
Subject to RCW 23.100.0618 and 23.100.0619 and except as otherwise provided in the organic rules or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that is not a member.
[ 2019 c 37 § 111.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0112 - Dual capacity.

RCW 23.100.0112
Dual capacity.
A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this chapter and the organic rules governing patron members. When such person acts as an investor member, the person is subject to this chapter and the organic rules governing investor members.
[ 2019 c 37 § 112.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0113 - Use of the term "cooperative" in name.

RCW 23.100.0113
Use of the term "cooperative" in name.
Use of the term "cooperative" or its abbreviation under this chapter is not a violation of the provisions restricting the use of the term under RCW 23.86.030.
[ 2019 c 37 § 113.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0114 - Subjects covered outside chapter.

RCW 23.100.0114
Subjects covered outside chapter.
The following subjects are covered in whole or in part outside this chapter:
(1) Delivery of record: RCW 23.95.110;
(2) Filing with secretary of state: RCW 23.95.200 through 23.95.265;
(3) Name of entity: RCW 23.95.300 through 23.95.315;
(4) Registered agent of entity: RCW 23.95.400 through 23.95.460;
(5) Foreign entities: RCW 23.95.500 through 23.95.555;
(6) Administrative dissolution: RCW 23.95.600 through 23.95.625;
(7) Miscellaneous provisions, including supplemental principles of law and reservation of power to amend or repeal: RCW 23.95.700 through 23.95.715.
[ 2019 c 37 § 114.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0201 - Formation of limited cooperative association—Articles of organization.

RCW 23.100.0201
Formation of limited cooperative association—Articles of organization.
(1) One or more persons may act as organizers to form a limited cooperative association by delivering to the secretary of state for filing articles of organization.
(2) The articles of organization must state:
(a) The name of the limited cooperative association, which must comply with RCW 23.95.300 and 23.95.305(5);
(b) The purposes for which the association is formed;
(c) The street and mailing addresses in this state of the initial registered agent;
(d) The street and mailing addresses of the initial principal office;
(e) The name and street and mailing addresses of each organizer; and
(f) The term for which the association is to exist if other than perpetual.
(3) Subject to RCW 23.100.0109, articles of organization may contain any other provisions in addition to those required by subsection (1) of this section.
(4) A limited cooperative association is formed after articles of organization that substantially comply with subsection (1) of this section are delivered to the secretary of state, are filed, and become effective under RCW 23.95.210.
[ 2019 c 37 § 201.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0202 - Organization of limited cooperative association.

RCW 23.100.0202
Organization of limited cooperative association.
(1) After a limited cooperative association is formed:
(a) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or
(b) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association.
(2) Unless the articles of organization otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business.
(3) Initial directors need not be members.
(4) An initial director serves until a successor is elected and qualified at a members meeting or the director is removed, resigns, is adjudged incompetent, or dies.
[ 2019 c 37 § 202.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0203 - Bylaws.

RCW 23.100.0203
Bylaws.
(1) Bylaws must be in a record and, if not stated in the articles of organization, must include:
(a) A statement of the capital structure of the limited cooperative association, including:
(i) The classes or other types of members' interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member's interest; and
(ii) The rights to share in profits or distributions of the association;
(b) A statement of the method for admission of members;
(c) A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;
(d) A statement that a member's interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred;
(e) A statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;
(f) A statement concerning:
(i) Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and
(ii) The manner in which profits and losses are allocated and distributions are made with respect to those persons; and
(g) A statement of the number and terms of directors or the method by which the number and terms are determined.
(2) Subject to RCW 23.100.0109(3) and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association.
(3) In addition to amendments permitted under RCW 23.100.0301 through 23.100.0307, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
[ 2019 c 37 § 203.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0204 - Executing of records to be delivered for filing to secretary of state.

RCW 23.100.0204
Executing of records to be delivered for filing to secretary of state.
A record delivered to the secretary of state for filing pursuant to chapter 23.95 RCW and this chapter must be executed as follows:
(1) A limited cooperative association's initial articles of organization must be executed by at least one person acting as an organizer.
(2) A statement of withdrawal under RCW 23.95.215 must be executed as provided in that section.
(3) Except as otherwise provided in subsection (4) of this section, a record executed by an existing association must be executed by an officer.
(4) A record filed on behalf of a dissolved association must be executed by a person winding up activities under RCW 23.100.1006(2) or a person appointed under RCW 23.100.1006(3) to wind up those activities.
(5) Any other record delivered on behalf of a person to the secretary of state for filing must be executed by that person.
[ 2019 c 37 § 204.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0301 - Authority to amend organic rules.

RCW 23.100.0301
Authority to amend organic rules.
(1) A limited cooperative association may amend its organic rules under this chapter for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under RCW 23.100.0203.
(2) Unless the organic rules otherwise provide, a member does not have a vested property right resulting from any provision in the organic rules, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
[ 2019 c 37 § 301.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0302 - Notice and action on amendment of organic rules.

RCW 23.100.0302
Notice and action on amendment of organic rules.
(1) Except as provided in RCW 23.100.0301(1) and 23.100.0305(6), the organic rules of a limited cooperative association may be amended only at a members meeting. An amendment may be proposed by either:
(a) A majority of the board of directors, or a greater percentage if required by the organic rules; or
(b) One or more petitions executed by at least ten percent of the patron members or at least ten percent of the investor members.
(2)(a) The board of directors shall call a members meeting to consider an amendment proposed pursuant to subsection (1) of this section.
(b) Subject to RCW 23.100.0408 and 23.100.0419, not later than thirty days following the proposal of the amendment by the board or receipt of a petition, the board must mail or otherwise transmit or deliver in a record to each member:
(i) The proposed amendment, or a summary of the proposed amendment and a statement of the manner in which a copy of the amendment in a record may be reasonably obtained by a member;
(ii) A recommendation that the members approve the amendment, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination;
(iii) A statement of any condition of the board's submission of the amendment to the members; and
(iv) Notice of the meeting at which the proposed amendment will be considered, which must be given in the same manner as notice for a special meeting of members.
(c) The meeting must be held at least ten and not more than one hundred twenty days after providing the notice required by (b) of this subsection.
[ 2019 c 37 § 302.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0303 - Method of voting on amendment of organic rules.

RCW 23.100.0303
Method of voting on amendment of organic rules.
(1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs.
(2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors.
(3) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules must be by the same percentage of votes required to pass a proposed amendment.
[ 2019 c 37 § 303.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0304 - Voting by district, class, or voting group.

RCW 23.100.0304
Voting by district, class, or voting group.
(1) This section applies if the organic rules provide for voting by district or class, or if there is one or more identifiable voting groups that a proposed amendment to the organic rules would affect differently from other members with respect to matters identified in RCW 23.100.0305(5) (a) through (e). Approval of the amendment requires the same percentage of votes of the members of that district, class, or voting group required in RCW 23.100.0305 and 23.100.0414.
(2) If a proposed amendment to the organic rules would affect members in two or more districts or classes entitled to vote separately under subsection (1) of this section in the same or a substantially similar way, the districts or classes affected must vote as a single voting group unless the organic rules otherwise provide for separate voting.
[ 2019 c 37 § 304.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0306 - Restated articles of organization.

RCW 23.100.0306
Restated articles of organization.
A limited cooperative association, by the affirmative vote of a majority of the board of directors taken at a meeting for which the purpose is stated in the notice of the meeting, may adopt restated articles of organization that contain the original articles as previously amended. Restated articles may contain amendments if the restated articles are adopted in the same manner and with the same vote as required for amendments to the articles under RCW 23.100.0305(1). Upon filing, restated articles supersede the existing articles and all amendments.
[ 2019 c 37 § 306.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0307 - Amendment or restatement of articles of organization—Filing.

RCW 23.100.0307
Amendment or restatement of articles of organization—Filing.
(1) To amend its articles of organization, a limited cooperative association must deliver to the secretary of state for filing an amendment of the articles, or restated articles of organization, which contain one or more amendments of the articles of organization, stating:
(a) The name of the association;
(b) The date of filing of the association's initial articles; and
(c) The text of the amendment.
(2) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly:
(a) Cause the articles to be amended; or
(b) If appropriate, deliver an amendment to the secretary of state for filing pursuant to RCW 23.95.110(2).
(3) To restate its articles of organization, a limited cooperative association must deliver to the secretary of state for filing a restatement designated as such in its heading.
(4) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in RCW 23.95.210.
[ 2019 c 37 § 307.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0401 - Members.

RCW 23.100.0401
Members.
To begin business, a limited cooperative association must have at least two patron members unless the sole member is a cooperative.
[ 2019 c 37 § 401.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0402 - Becoming a member.

RCW 23.100.0402
Becoming a member.
After formation of a limited cooperative association, a person becomes a member:
(1) As provided in the organic rules;
(2) As the result of a conversion or merger effective under RCW 23.100.1301 through 23.100.1320; or
(3) With the affirmative vote or consent of all the members.
[ 2019 c 37 § 402.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0403 - No agency power of member as member.

RCW 23.100.0403
No agency power of member as member.
(1) A member is not an agent of a limited cooperative association solely by reason of being a member.
(2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person's conduct.
[ 2019 c 37 § 403.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0404 - Liability of members and directors.

RCW 23.100.0404
Liability of members and directors.
(1) Unless the articles of organization provide otherwise, a debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the association. A member or director is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or director of the association. This subsection applies regardless of the dissolution of the association.
(2) The failure of a limited cooperative association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not grounds for imposing liability on any member or director for a debt, obligation, or other liability of the association.
[ 2019 c 37 § 404.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0406 - Annual meeting of members.

RCW 23.100.0406
Annual meeting of members.
(1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules.
(2) An annual members meeting may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(3)(a) Unless the organic rules otherwise provide:
(i) If the board of directors or another person is authorized in the bylaws to determine the place of annual meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that an annual meeting will not involve a physical assembly of members at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with (b) of this subsection.
(ii) An association may permit any or all members to participate in an annual members meeting by means of, or conduct the meeting solely through the use of, remote communication. Subject to the provisions of (b) of this subsection, participation by remote communication is to be subject to any guidelines and procedures adopted by or pursuant to the authority of the board of directors.
(b) If an association elects to permit participation by means of, or conduct a meeting solely through the use of, remote communication:
(i) The notice of the meeting must specify how a member may participate in the meeting by means of remote communication.
(ii) The association must implement reasonable measures to (A) verify that each person participating remotely as a member is a member, and (B) provide each person participating remotely as a member a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings.
(iii) Participation in a meeting in accordance with this section constitutes presence in person at that meeting.
(iv) If the board of directors or another authorized person determines to hold an annual members meeting without a physical assembly of members in accordance with this subsection (3), all members entitled to vote at such meeting must have the opportunity to participate in the meeting by remote communication in accordance with this subsection (3).
(4) The board of directors shall report, or cause to be reported, at the association's annual members meeting the association's business and financial condition as of the close of the most recent fiscal year.
(5) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association's annual members meeting.
(6) Failure to hold an annual members meeting does not affect the validity of any action by the limited cooperative association.
[ 2019 c 37 § 406.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0407 - Special meeting of members.

RCW 23.100.0407
Special meeting of members.
(1) A special meeting of members may be called only:
(a) As provided in the organic rules;
(b) By a majority vote of the board of directors on a proposal stating the purpose of the meeting;
(c) By demand in a record executed by members holding at least twenty percent of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or
(d) By demand in a record executed by members holding at least ten percent of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand.
(2) A demand under subsection (1)(c) or (d) of this section must be submitted to the officer of the limited cooperative association charged with keeping its records.
(3) Any voting member may withdraw its demand under subsection (1)(c) or (d) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members.
(4) A special meeting of members may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules.
(5) Unless the organic rules otherwise provide, the provisions of RCW 23.100.0406(3) apply to special meetings of members as though the special meeting of members were an annual meeting of members.
(6) Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting.
(7) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.
[ 2019 c 37 § 407.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0408 - Notice of members meeting.

RCW 23.100.0408
Notice of members meeting.
(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than one hundred twenty days before the meeting.
(2) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting.
(3) Notice of a special meeting of members must include each purpose of the meeting as contained in the demand under RCW 23.100.0407(1) (c) or (d) or as voted upon by the board of directors under RCW 23.100.0407(1)(b).
(4) Notice of a members meeting must be given in a record unless oral notice is reasonable under the circumstances.
[ 2019 c 37 § 408.]
2023 Revised Code of Washington › Title 23 - Corporations and Associations (Profit) (Business Corporation Act: See Title 23b Rcw) › Chapter 23.100 - Limited Cooperative Associations. › 23.100.0409 - Waiver of members meeting notice.

RCW 23.100.0409
Waiver of members meeting notice.
(1) A member may waive notice of a members meeting before, during, or after the meeting.
(2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
[ 2019 c 37 § 409.]