Revised Code of Washington
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.]

Structure Revised Code of Washington

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.

23.100.0102 - Definitions.

23.100.0103 - Nature of limited cooperative association.

23.100.0104 - Purpose and duration of limited cooperative association.

23.100.0105 - Powers.

23.100.0106 - Governing law.

23.100.0107 - Requirements of other laws.

23.100.0108 - Relation to restraint of trade and antitrust laws.

23.100.0109 - Effect of organic rules.

23.100.0110 - Required information.

23.100.0111 - Business transactions of member with limited cooperative association.

23.100.0112 - Dual capacity.

23.100.0113 - Use of the term "cooperative" in name.

23.100.0114 - Subjects covered outside chapter.

23.100.0201 - Formation of limited cooperative association—Articles of organization.

23.100.0202 - Organization of limited cooperative association.

23.100.0203 - Bylaws.

23.100.0204 - Executing of records to be delivered for filing to secretary of state.

23.100.0301 - Authority to amend organic rules.

23.100.0302 - Notice and action on amendment of organic rules.

23.100.0303 - Method of voting on amendment of organic rules.

23.100.0304 - Voting by district, class, or voting group.

23.100.0305 - Approval of amendment.

23.100.0306 - Restated articles of organization.

23.100.0307 - Amendment or restatement of articles of organization—Filing.

23.100.0401 - Members.

23.100.0402 - Becoming a member.

23.100.0403 - No agency power of member as member.

23.100.0404 - Liability of members and directors.

23.100.0405 - Right of members and dissociated members to information.

23.100.0406 - Annual meeting of members.

23.100.0407 - Special meeting of members.

23.100.0408 - Notice of members meeting.

23.100.0409 - Waiver of members meeting notice.

23.100.0410 - Quorum of members.

23.100.0411 - Voting by patron members.

23.100.0412 - Allocation of voting power of patron members.

23.100.0413 - Voting by investor members.

23.100.0414 - Voting requirements for members.

23.100.0415 - Manner of voting.

23.100.0416 - Action without a meeting.

23.100.0417 - Districts and delegates—Classes of members.

23.100.0418 - Approval of certain transactions.

23.100.0419 - Notice to members of consumer cooperative.

23.100.0501 - Member's interest.

23.100.0502 - Patron and investor members' interests.

23.100.0503 - Transferability of member's interest.

23.100.0601 - Board of directors.

23.100.0602 - No liability as director for limited cooperative association's obligations.

23.100.0603 - Qualifications of directors.

23.100.0604 - Election of directors and composition of board.

23.100.0605 - Term of director.

23.100.0606 - Resignation of director.

23.100.0607 - Removal of director.

23.100.0608 - Suspension of director by board.

23.100.0609 - Vacancy on board.

23.100.0610 - Remuneration of directors.

23.100.0611 - Meetings.

23.100.0612 - Action without meeting.

23.100.0613 - Meetings and notice.

23.100.0614 - Waiver of notice of meeting.

23.100.0615 - Quorum.

23.100.0616 - Voting.

23.100.0617 - Committees.

23.100.0618 - Standards of conduct and liability.

23.100.0619 - Conflict of interest.

23.100.0620 - Other considerations of directors.

23.100.0621 - Right of director or committee member to information.

23.100.0622 - Appointment and authority of officer.

23.100.0623 - Resignation and removal of officers.

23.100.0701 - Indemnification and advancement of expenses—Insurance.

23.100.0801 - Members' contributions.

23.100.0802 - Contribution and validation.

23.100.0803 - Allocation of profits and losses.

23.100.0804 - Distributions.

23.100.0805 - Redemption or repurchase.

23.100.0806 - Limitations on distributions.

23.100.0807 - Liability for improper distributions—Limitation of action.

23.100.0808 - Relation to state securities law.

23.100.0809 - Alternative distribution of unclaimed property, distributions, redemptions, or payments.

23.100.0901 - Member's dissociation.

23.100.0902 - Effect of dissociation.

23.100.0903 - Power of legal representative of deceased member.

23.100.1001 - Dissolution and winding up.

23.100.1002 - Nonjudicial dissolution.

23.100.1003 - Judicial dissolution.

23.100.1004 - Voluntary dissolution before commencement of activity.

23.100.1005 - Voluntary dissolution by the board and members.

23.100.1006 - Winding up.

23.100.1007 - Rescinding dissolution.

23.100.1008 - Distribution of assets in winding up.

23.100.1009 - Known claims against dissolved limited cooperative association.

23.100.1010 - Other claims against dissolved limited cooperative association.

23.100.1011 - Court proceedings.

23.100.1012 - Statement of dissolution.

23.100.1013 - Statement of termination.

23.100.1101 - Derivative action.

23.100.1201 - Disposition of assets not requiring member approval.

23.100.1202 - Member approval of other disposition of assets.

23.100.1203 - Notice and action by board on disposition of assets requiring member approval.

23.100.1204 - Member action on disposition of assets.

23.100.1301 - Definitions.

23.100.1302 - Conversion authorized.

23.100.1303 - Plan of conversion.

23.100.1304 - Approval of conversion.

23.100.1305 - Amendment or abandonment of plan of conversion.

23.100.1306 - Statement of conversion—Effective date of conversion.

23.100.1307 - Effect of conversion.

23.100.1308 - Merger authorized.

23.100.1309 - Plan of merger.

23.100.1310 - Approval of merger.

23.100.1311 - Amendment or abandonment of plan of merger.

23.100.1312 - Statement of merger—Effective date of merger.

23.100.1313 - Effect of merger.

23.100.1314 - Relationship to other laws.

23.100.1315 - Charitable assets.

23.100.1316 - Status of filings.

23.100.1317 - Nonexclusivity.

23.100.1318 - Reference to external facts.

23.100.1319 - Alternative means of approval of conversion or merger.

23.100.1320 - Subjects covered.

23.100.1501 - Uniformity of application and construction—2019 c 37.

23.100.1502 - Relation to electronic signatures in global and national commerce act.

23.100.1503 - Savings—2019 c 37.