Revised Code of Washington
Chapter 23.100 - Limited Cooperative Associations.
23.100.0803 - Allocation of profits and losses.

RCW 23.100.0803
Allocation of profits and losses.

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

[ 2019 c 37 § 803.]

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.