reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.040 - Existing corporations sole.

RCW 24.12.040
Existing corporations sole.
Any corporation sole heretofore organized and existing under the laws of this state may elect to continue its existence under *this title [chapter] by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or by filing amended articles of incorporation, in the form, as near as may be, as provided for corporations aggregate, and from and after the filing of such certificate of amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in *this title [chapter] expressed.
[ 1915 c 79 § 4; RRS § 3887.]
NOTES:
*Reviser's note: The language "this title" appeared in chapter 79, Laws of 1915, an independent act, codified herein as chapter 24.12 RCW.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.045 - Annual report—Secretary of state's powers.

RCW 24.12.045
Annual report—Secretary of state's powers.
(1) Each corporation sole registered in this state shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255. The report shall be executed by the corporation sole by an officer of the corporation sole or, if the corporation sole is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation sole by such receiver or trustee.
(2) The secretary of state may provide that correcting or updating information appearing on previous annual or biennial filings is sufficient to constitute the current filing.
(3) The secretary may administratively dissolve a corporation sole that does not comply with this section in accordance with RCW 23.95.610. However, the secretary shall reinstate a corporation sole administratively dissolved under this subsection if the corporation sole complies with the requirements of RCW 24.12.055 within five years of the administrative dissolution.
[ 2015 c 176 § 9113; 2009 c 437 § 13.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.051 - Notice of annual report requirement—Rules.

RCW 24.12.051
Notice of annual report requirement—Rules.
The secretary of state shall send to each corporation sole a notice in accordance with RCW 23.95.255 that its annual report must be filed as required by this chapter.
[ 2015 c 176 § 9114; 2011 c 183 § 7; 2009 c 437 § 14.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.12 - Corporations Sole. › 24.12.055 - Failure to file annual report—Reinstatement after administrative dissolution.

RCW 24.12.055
Failure to file annual report—Reinstatement after administrative dissolution.
(1) The secretary of state shall, when exigent or mitigating circumstances are presented, reinstate to full active status any corporation sole previously in good standing that would otherwise be penalized or lose its active status. Any corporation sole desiring to seek relief under this section shall, within five years of the missed filing or lapse, notify the secretary of state in writing. The notification must include the name and mailing address of the corporation sole, the corporate sole officer to whom correspondence should be sent, and a statement under oath by a responsible corporate sole officer, setting forth the nature of the missed filing or lapse, the circumstances of the missed filing or lapse, that disproportionate harm would occur to the corporation sole if relief were not granted, and the relief sought.
(2) Upon receipt of the notice under subsection (1) of this section, the secretary of state shall investigate the circumstances of the missed filing or lapse.
(a) If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist; that the corporation sole has demonstrated good faith and a reasonable attempt to comply with the applicable corporate sole license statutes of this state; that disproportionate harm would occur to the corporation sole if relief were not granted; and that relief would not be contrary to the public interest expressed in this title, the secretary may issue an order reinstating the corporation sole and specifying any terms and conditions of the relief. Reinstatement may relate back to the date of lapse or dissolution.
(b) If the secretary of state determines the request does not comply with the requirements for relief, the secretary shall issue an order denying the requested relief and stating the reasons for the denial. Any denial of relief by the secretary of state is final and is not appealable.
(c) The secretary of state shall keep records of all requests for relief and the disposition of the requests. The secretary of state shall annually report to the legislature the number of relief requests received in the preceding year and a summary of the secretary's disposition of the requests.
[ 2009 c 437 § 15.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.20 - Fraternal Societies. › 24.20.010 - Incorporation—Articles.

RCW 24.20.010
Incorporation—Articles.
Any grand lodge, encampment, chapter or any subordinate lodge or body of Free and Accepted Masons, Independent Order of Odd Fellows, Knights of Pythias, or other fraternal society, desiring to incorporate, shall deliver articles of incorporation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW; such articles shall be signed by the presiding officer and the secretary of such lodge, chapter or encampment, and attested by the seal thereof, and shall specify:
(1) The name of such lodge or other society, and the place of holding its meetings;
(2) The name of the grand body from which it derives its rights and powers as such lodge or society; or if it be a grand lodge, the manner in which its powers as such grand lodge are derived;
(3) The names of the presiding officer and the secretary having the custody of the seal of such lodge or society;
(4) What officers shall join in the execution of any contract by such lodge or society to give it force and effect in accordance with the usages of such lodges or society.
[ 2015 c 176 § 9115; 1981 c 302 § 11; 1925 ex.s. c 63 § 1; 1903 c 80 § 1; RRS § 3865. Cf. Code 1881 § 2452; 1873 p 410 § 3.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.20 - Fraternal Societies. › 24.20.020 - Filing fee.

RCW 24.20.020
Filing fee.
The secretary of state shall file such articles of incorporation in the secretary of state's office and issue a certificate of incorporation to any such lodge or other society upon the payment of the filing fee established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 § 9116; 1993 c 269 § 10; 1982 c 35 § 165; 1903 c 80 § 2; RRS § 3866.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.20 - Fraternal Societies. › 24.20.030 - Powers—Not subject to license fees.

RCW 24.20.030
Powers—Not subject to license fees.
Such lodge or other society shall be a body politic and corporate with all the powers and incidents of a corporation upon its compliance with RCW 24.20.010 and 24.20.020: PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
[ 1903 c 80 § 3; RRS § 3867.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.010 - Who may incorporate—Filing fee.

RCW 24.24.010
Who may incorporate—Filing fee.
Any ten or more residents of this state who are members of any chartered body or of different chartered bodies of any fraternal order or society who shall desire to incorporate for the purpose of owning real or personal property or both real and personal property for the purpose and for the benefit of such bodies, may make and execute articles of incorporation, which shall be executed in duplicate, and shall be subscribed by each of the persons so associating themselves together: PROVIDED, That no lodge shall be incorporated contrary to the provisions of the laws and regulations of the order or society of which it is a constituent part. Such articles, at the election of the incorporators, may either provide for the issuing of capital stock or for incorporation as a society of corporation without shares of stock. One of such articles shall be filed in the office of the secretary of state in accordance with Article 2 of chapter 23.95 RCW, accompanied by a filing fee established by the secretary of state under RCW 23.95.260, and the other of such articles shall be preserved in the records of the corporation.
[ 2015 c 176 § 9117; 1982 c 35 § 166; 1981 c 302 § 12; 1927 c 190 § 1; RRS § 3887-1.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.020 - Articles—Contents.

RCW 24.24.020
Articles—Contents.
The articles of incorporation shall set forth;
(1) The names of the persons so associating themselves together, their places of residence and the name and location of the lodge, chapter, or society to which they severally belong;
(2) The corporate name assumed by the corporation and the duration of the same if limited;
(3) The purpose of the association, which shall be to provide, maintain and operate a building or buildings to be used for fraternal and social purposes, and for the benefit of the several bodies represented in such association;
(4) The place where the corporation proposes to have its principal place of business;
(5) The amount of capital stock and the par value thereof per share, if it shall be organized as a joint stock company.
[ 1927 c 190 § 2; RRS § 3887-2.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.030 - Powers.

RCW 24.24.030
Powers.
Upon making and filing such articles of incorporation the persons subscribing the same and their successors in office and associates, by the name assumed in such articles, shall thereafter be deemed a body corporate, and may acquire and possess real and personal property and may erect and own suitable building or buildings to be used, in whole or in part, for meetings of fraternal bodies, and for all social and fraternal purposes of the several bodies represented in the membership of the corporation, and may exercise all other powers that may lawfully be exercised by other corporations organized under the general incorporation laws of Washington, including the power to borrow money, and for that purpose may issue its bonds and mortgage its property to secure the payment of such bonds.
[ 1927 c 190 § 3; RRS § 3887-3.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.040 - Membership certificates.

RCW 24.24.040
Membership certificates.
If the corporation shall not be a joint stock company, then it may provide by its bylaws for issuing to the several bodies represented in its membership certificates of participation, which shall evidence the respective equitable interests of such bodies in the properties held by such corporation.
[ 1927 c 190 § 4; RRS § 3887-4.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.050 - Bylaws.

RCW 24.24.050
Bylaws.
Every such corporation shall have full power and authority to provide by its bylaws for the manner in which such certificates of participation of its certificates or shares of stock shall be held and represented, and may also in like manner provide, that its shares of stock shall not be transferred to, or be held or owned by any person, or by any corporation other than a chartered body of the order or society represented in its membership.
[ 1927 c 190 § 5; RRS § 3887-5.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.060 - Membership—Trustees—Elections.

RCW 24.24.060
Membership—Trustees—Elections.
Every such corporation shall have power to provide by its bylaws for succession to its original membership and for new membership, and also for the election from its members of a board of trustees, or a board of directors, and to fix the number and term of office of such trustees or directors; PROVIDED, That there shall always be upon such board of trustees or board of directors at least one representative from each of the several bodies represented in the membership of the association, and the term of office of a trustee shall not exceed three years.
[ 1927 c 190 § 6; RRS § 3887-6.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.070 - Control of business—Officers.

RCW 24.24.070
Control of business—Officers.
The management and control of the business and property of such corporation shall be fixed in said board of trustees or board of directors, as the case may be. Said trustees or directors shall elect from their own number at each annual meeting of the corporation a president, vice president, secretary and treasurer, who shall perform the duties of their respective office in accordance with the bylaws of the corporation and the rules and regulations prescribed by the board of trustees or board of directors.
[ 1927 c 190 § 7; RRS § 3887-7.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.080 - Right of corporations under the statutes.

RCW 24.24.080
Right of corporations under the statutes.
Any corporation composed of fraternal organizations and/or members of fraternal organizations, heretofore incorporated under the laws of the state of Washington, may elect to subject [the] corporation and its capital stock and the rights of its stockholders therein to the provisions of this chapter by a majority vote of its trustees or directors and the unanimous assent or vote of the capital stock of such corporation.
If the unanimous written assent of the capital stock has not been obtained then the unanimous vote of all of the stockholders may be taken at any regular meeting of the stockholders or at any special meeting of the stockholders called for that purpose in the manner provided by the bylaws of such corporation for special meetings of the stockholders.
The president and secretary of such corporation shall certify said amendment in triplicate under the seal of such corporation as having been adopted by a majority vote of its trustees or directors and by the unanimous written assent or vote as the case may be of all of its stockholders, and file and keep the same as in the case of original articles; and from the time of filing said certificate such corporation and its capital stock and the rights of its stockholders therein shall be subject to all of the provisions of this chapter; PROVIDED, That nothing in this chapter shall affect the rights of the third person, pledgees of any shares of such capital stock, in such pledged stock, under pledges subsisting at the date of the filing of said amendment.
[ 1927 c 190 § 8; RRS § 3887-8.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.090 - Certificates of capital stock.

RCW 24.24.090
Certificates of capital stock.
All certificates of capital stock of corporations incorporated under or becoming subject to the provisions of this chapter shall have expressly stated on the face thereof that such corporation and its capital stock and the rights of stockholders therein are subject to the provisions of this chapter and that its capital stock is not assignable or transferable except as in this chapter provided.
[ 1927 c 190 § 9; RRS § 3887-9.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.100 - Fees.

RCW 24.24.100
Fees.
The secretary of state shall file such articles of incorporation or amendment thereto in the secretary of state's office and issue a certificate of incorporation or amendment, as the case may be, to such fraternal association upon the payment of a fee established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 § 9118; 1993 c 269 § 11; 1982 c 35 § 167; 1927 c 190 § 10; RRS § 3887-10.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.24 - Building Corporations Composed of Fraternal Society Members. › 24.24.110 - Exemption from ordinary corporate taxes.

RCW 24.24.110
Exemption from ordinary corporate taxes.
Such fraternal association shall be a body politic and corporate with all powers and incidents of a corporation upon its compliance with the provisions of this chapter; PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
[ 1927 c 190 § 11; RRS § 3887-11.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.28 - Granges. › 24.28.010 - Manner of incorporating a grange.

RCW 24.28.010
Manner of incorporating a grange.
Any grange of the patrons of husbandry, desiring hereafter to incorporate, may incorporate and become bodies politic in this state, by filing in the office of the secretary of state of Washington in accordance with Article 2 of chapter 23.95 RCW, a certificate or article subscribed and acknowledged by not less than five members of such grange and by the master of the Washington state grange embodying:
(1) The name of such grange and the place of holding its meetings.
(2) What elective officers the said grange will have, when such officers shall be elected; how, and by whom, the business of the grange shall be conducted or managed, and what officers shall join in the execution of any contract by such grange to give force and effect in accordance with the usages of the order of the patrons of husbandry; such articles shall be subscribed by the master of such grange attested by the secretary, with the seal of the grange.
(3) A copy of the bylaws of such grange shall also be filed in the said office of the secretary of state.
(4) The names of all such officers at the time of filing the application, and the time for which they may be respectively elected. When such articles shall be filed, such grange shall be a body politic and corporate, with all the incidents of a corporation, subject nevertheless to the laws and parts of laws now in force or hereafter to be passed regulating corporations.
[ 2015 c 176 § 9119; 1981 c 302 § 13; 1959 c 207 § 1; 1875 p 97 § 1; RRS § 3901. FORMER PART OF SECTION: 1875 c 97 § 2, part, now codified in RCW 24.28.020.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.28 - Granges. › 24.28.020 - In what pursuits such corporation may engage.

RCW 24.28.020
In what pursuits such corporation may engage.
Said grange may engage in any industrial pursuit, manufacturing, mining, milling, wharfing, docking, commercial, mechanical, mercantile, building, farming, building, equipping or running railroads, or generally engage in any species of trade or industry; loan money on security, purchase and sell on real estate, but when desiring to engage in either or any of the above pursuits or industries, said grange shall be subject to all the conditions and liabilities imposed by the provisions of the general corporation laws, and in addition to the conditions to be performed as recited in RCW 24.28.010, shall file additional articles with said secretary of state stating the object, business or industry proposed to be pursued or engaged in; the amount of capital stock, the time of its existence, not to exceed fifty years; the number of shares of which the capital stock shall consist, and price per share, and the names of officers necessary to manage said business, and the places where said officers shall pursue the same.
[ 1981 c 302 § 14; 1875 p 97 § 2; RRS § 3902. Formerly RCW 24.28.010, part and 24.28.020.]
NOTES:
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.28 - Granges. › 24.28.030 - General rights and liabilities.

RCW 24.28.030
General rights and liabilities.
As a business corporation said grange, after having complied with RCW 24.28.020, shall be to all intents and purposes a domestic corporation, with all the rights, privileges and immunities allowed, and all the liabilities imposed by chapter one of the act entitled "an act to provide for the formation of corporations," approved November 13, 1873.
[ 1875 p 98 § 3; RRS § 3903.]
NOTES:
Reviser's note: The reference to chapter one of the 1873 act relates to the general corporation act in effect at the time the above section was enacted. Such general corporation laws were also compiled as Code 1881 §§ 2421-2449. See also table of prior laws following the Title 23 RCW digest.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.28 - Granges. › 24.28.040 - Use of term "grange"—"Person" defined.

RCW 24.28.040
Use of term "grange"—"Person" defined.
No person, doing business in this state shall be entitled to use or to register the term "grange" as part or all of his or her business name or other name or in connection with his or her products or services, or otherwise, unless either (1) he or she has complied with the provisions of this chapter or (2) he or she has obtained written consent of the Washington state grange certified thereto by its master. Any person violating the provisions of this section may be enjoined from using or displaying such name and doing business under such name at the instance of the Washington state grange or any grange organized under this chapter, or any member thereof: PROVIDED, That nothing herein shall prevent the continued use of the term "grange" by any person using said name prior to the adoption of *this act.
For the purposes of this section "person" shall include any person, partnership, corporation, or association of individuals.
[ 2011 c 336 § 673; 1959 c 207 § 2.]
NOTES:
*Reviser's note: "this act" first appeared in chapter 207, Laws of 1959, section 1 of which amended RCW 24.28.010.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.34 - Agricultural Processing and Marketing Associations. › 24.34.010 - Who may organize—Purposes—Limitations.

RCW 24.34.010
Who may organize—Purposes—Limitations.
Persons engaged in the production of agricultural products as farmers, planters, ranchers, dairy farmers, nut growers, or fruit growers may act together in associations, corporate or otherwise, with or without capital stock, in collectively processing, preparing for market, handling, and marketing in intrastate commerce, such products of persons so engaged. Such associations may have marketing agencies in common; and such associations and their members may make the necessary contracts and agreements to effect such purposes: PROVIDED, That such associations are operated for the mutual benefit of the members thereof, as such producers, and conform to one or both of the following requirements:
First. That no member of the association is allowed more than one vote because of the amount of stock or membership capital he or she may own therein, or,
Second. That the association does not pay dividends on stock or membership capital in excess of eight percent per annum.
And in any case to the following:
Third. That the association shall not deal in the products of nonmembers to an amount greater in value than such as are handled by it for members.
[ 2013 c 23 § 40; 2011 c 336 § 674; 1967 c 187 § 1.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.34 - Agricultural Processing and Marketing Associations. › 24.34.020 - Monopoly or restraint of trade—Complaint—Procedure.

RCW 24.34.020
Monopoly or restraint of trade—Complaint—Procedure.
If the attorney general has reason to believe that any such association as provided for in RCW 24.34.010 monopolizes or restrains trade to such an extent that the price of any agricultural product is unduly enhanced by reason thereof, he or she shall serve upon such association a complaint stating his or her charge in that respect, to which complaint shall be attached, or contained therein, a notice of hearing, specifying a day and place not less than thirty days after the service thereof, requiring the association to show cause why an order should not be made directing it to cease and desist from monopolization or restraint of trade.
Such hearing, and any appeal which may be made from such hearing, shall be conducted and held subject to and in conformance with the provisions for adjudicative proceedings and judicial review in chapter 34.05 RCW, the administrative procedure act.
[ 2011 c 336 § 675; 1989 c 175 § 75; 1967 c 187 § 2.]
NOTES:
Effective date—1989 c 175: See note following RCW 34.05.010.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.020 - Declaration of purpose.

RCW 24.36.020
Declaration of purpose.
The purpose of this chapter is to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate speculation and waste; to make the distribution of fish and fishery products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of fish and fishery products.
[ 1959 c 312 § 2.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.030 - Definitions.

RCW 24.36.030
Definitions.
As used in this chapter:
(1) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption.
(2) "Member" includes members of associations without capital stock and holders of common stock in associations organized with shares of stock.
(3) "Association" means any corporation organized under this chapter.
[ 1959 c 312 § 3.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.040 - Associations deemed nonprofit.

RCW 24.36.040
Associations deemed nonprofit.
Associations shall be deemed "nonprofit", inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers of fishery products.
[ 1959 c 312 § 4.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.050 - General laws relating to corporations for profit applicable.

RCW 24.36.050
General laws relating to corporations for profit applicable.
The provisions of Title 23B RCW and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.
[ 1991 c 72 § 45; 1959 c 312 § 5.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.060 - Securities act inapplicable.

RCW 24.36.060
Securities act inapplicable.
No association is subject in any manner to the terms of chapter 21.20 RCW and all associations may issue their membership certificates or stock or other securities as provided in this division without the necessity of any permit from the director of licenses.
[ 1983 c 3 § 27; 1959 c 312 § 6.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.070 - Associations deemed not a conspiracy, in restraint of trade, etc.—Contracts not illegal.

RCW 24.36.070
Associations deemed not a conspiracy, in restraint of trade, etc.—Contracts not illegal.
An association shall be deemed not to be a conspiracy, nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of the state; and the marketing contracts and agreements between the association and its members and any agreements authorized in this chapter shall be considered not to be illegal nor in restraint of trade nor contrary to the provisions of any statute enacted against pooling or combinations.
[ 1959 c 312 § 7.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.080 - Conflicting laws not applicable—Exemptions apply.

RCW 24.36.080
Conflicting laws not applicable—Exemptions apply.
Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to such fishery products delivered by its members, in the possession or under the control of the association.
[ 1959 c 312 § 8.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.090 - Merger, consolidation of associations authorized—Procedure.

RCW 24.36.090
Merger, consolidation of associations authorized—Procedure.
Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed by RCW 23B.07.050 and chapter 23B.11 RCW for domestic corporations.
[ 1991 c 72 § 46; 1983 c 3 § 28; 1959 c 312 § 9.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.100 - Stock associations—Statement in articles.

RCW 24.36.100
Stock associations—Statement in articles.
If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value it shall be so stated.
[ 1959 c 312 § 10.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.110 - Stock associations—Classified shares—Statement in articles.

RCW 24.36.110
Stock associations—Classified shares—Statement in articles.
If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the holders of the respective classes of stock.
[ 1959 c 312 § 11.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.120 - Nonstock associations—Statement in articles.

RCW 24.36.120
Nonstock associations—Statement in articles.
If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may be and are determined and fixed; and shall also provide for the admission of new members who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule or rules.
[ 1959 c 312 § 12.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.130 - Bylaws of association.

RCW 24.36.130
Bylaws of association.
Each association shall within thirty days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent of a majority of the members or of stockholders representing a majority of all the shares of stock issued and outstanding and entitled to vote, is necessary to adopt such bylaws and is effectual to repeal or amend any bylaws or to adopt additional bylaws. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked.
[ 1959 c 312 § 13.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.140 - Bylaws of association—Transfer of stock, membership certificates limited.

RCW 24.36.140
Bylaws of association—Transfer of stock, membership certificates limited.
The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association.
[ 1959 c 312 § 14.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.150 - Bylaws of association—Quorum, voting, directors, penalties.

RCW 24.36.150
Bylaws of association—Quorum, voting, directors, penalties.
The bylaws may provide:
(1) The number of members constituting a quorum.
(2) The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumulative voting.
(3) The number of directors constituting a quorum.
(4) The qualifications, compensation and duties and term of office of directors and officers and the time of their election.
(5) Penalties for violations of the bylaws.
[ 1959 c 312 § 15.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.160 - Bylaws of association—Fees, charges, marketing contract, dividends.

RCW 24.36.160
Bylaws of association—Fees, charges, marketing contract, dividends.
The bylaws may provide:
(1) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
(2) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for services rendered by the association to him or her and the time of payment and the manner of collection; and the marketing contract between the association and its members which every member may be required to sign.
(3) The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed eight percent per annum and which dividends shall be in the nature of interest and shall not affect the nonprofit character of any association organized hereunder.
[ 2011 c 336 § 676; 1959 c 312 § 16.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.170 - Bylaws of association—Membership.

RCW 24.36.170
Bylaws of association—Membership.
The bylaws may provide:
(1) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock.
(2) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock.
(3) The manner of assignment and transfer of the interest of members and of the shares of common stock.
(4) The conditions upon which and time when membership of any member shall cease.
(5) For the automatic suspension of the rights of a member when he or she ceases to be eligible to membership in the association; and the mode, manner, and effect of the expulsion of a member.
(6) The manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his or her membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders.
[ 2011 c 336 § 677; 1959 c 312 § 17.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.180 - Bylaws of association—Meetings.

RCW 24.36.180
Bylaws of association—Meetings.
The bylaws may provide for the time, place, and manner of calling and conducting meetings of the association.
[ 1959 c 312 § 18.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.190 - Bylaws of association—Direct election of directors from districts of territory.

RCW 24.36.190
Bylaws of association—Direct election of directors from districts of territory.
The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
[ 1959 c 312 § 19.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.200 - Bylaws of association—Election of directors by representatives or advisers from districts of territory.

RCW 24.36.200
Bylaws of association—Election of directors by representatives or advisers from districts of territory.
The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such case, the bylaws shall specify the number of representatives or advisers to be elected by each district, the manner and method of reapportioning the representatives or advisers and of redistricting the territory covered by the association.
[ 1959 c 312 § 20.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.210 - Bylaws of association—Primary elections to nominate directors.

RCW 24.36.210
Bylaws of association—Primary elections to nominate directors.
The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may also provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association.
[ 1959 c 312 § 21.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.220 - Bylaws of association—Nomination of directors by public officials or other directors—Limitation.

RCW 24.36.220
Bylaws of association—Nomination of directors by public officials or other directors—Limitation.
The bylaws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated need not be members of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire number of directors.
[ 1959 c 312 § 22.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.230 - Bylaws of association—Terms of directors—Staggering.

RCW 24.36.230
Bylaws of association—Terms of directors—Staggering.
The bylaws may provide that directors shall be elected for terms of from one to five years: PROVIDED, That at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.
[ 1959 c 312 § 23.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.240 - Bylaws of association—Executive committee.

RCW 24.36.240
Bylaws of association—Executive committee.
The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
[ 1959 c 312 § 24.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.250 - Qualifications of members, stockholders.

RCW 24.36.250
Qualifications of members, stockholders.
(1) Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to be handled by or through the association, including the lessees and tenants of boats and equipment used for the production of such fishery products and any lessors and landlords who receive as rent all or part of the fish produced by such leased equipment.
(2) If a member of a nonstock association is other than a natural person, such member may be represented by any individual duly authorized in writing.
(3) One association may become a member or stockholder of any other association.
[ 1959 c 312 § 25.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.260 - Certificate of membership in nonstock associations.

RCW 24.36.260
Certificate of membership in nonstock associations.
When a member of an association established without shares of stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.
[ 2011 c 336 § 678; 1959 c 312 § 26.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.270 - Liability of member for association's debts.

RCW 24.36.270
Liability of member for association's debts.
No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.
[ 2011 c 336 § 679; 1959 c 312 § 27.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.280 - Place of membership meetings.

RCW 24.36.280
Place of membership meetings.
Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.
[ 1959 c 312 § 28.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.290 - Appraisal of expelled member's property—Payment.

RCW 24.36.290
Appraisal of expelled member's property—Payment.
In case of the expulsion of a member, and where the bylaws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his or her property interest in the association and shall fix the amount thereof in money, which shall be paid to him or her within one year after such expulsion.
[ 2011 c 336 § 680; 1959 c 312 § 29.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.300 - Powers of association—General scope of activities.

RCW 24.36.300
Powers of association—General scope of activities.
An association may:
Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring, or use by its members of supplies, machinery, or equipment, or in the financing of any such activities.
[ 1959 c 312 § 30.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.310 - Powers of association—Incurring indebtedness—Advances to members.

RCW 24.36.310
Powers of association—Incurring indebtedness—Advances to members.
An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
[ 1959 c 312 § 31.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.320 - Association as agent for member.

RCW 24.36.320
Association as agent for member.
An association may act as the agent or representative of any member or members in any of the two next preceding sections.
[ 1959 c 312 § 32.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.36 - Fish Marketing Act. › 24.36.330 - Reserves—Investments.

RCW 24.36.330
Reserves—Investments.
An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.
[ 1959 c 312 § 33.]