Revised Code of Washington
Chapter 23.100 - Limited Cooperative Associations.
23.100.1002 - Nonjudicial dissolution.

RCW 23.100.1002
Nonjudicial dissolution.

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

[ 2019 c 37 § 1002.]

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.