RCW 23.100.1204
Member action on disposition of assets.
(1) Subject to subsection (2) of this section, a disposition of assets under RCW 23.100.1202 must be approved by:
(a) At least two-thirds of the voting power of members present at a members meeting called under RCW 23.100.1203(2); and
(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage vote by patron members.
(2) The organic rules may require that the percentage of votes under subsection (1)(a) of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting;
(b) Measured against the voting power of all members; or
(c) A combination of (a) and (b) of this subsection.
(3) Subject to any contractual obligations, after a disposition of assets is approved and at any time before the consummation of the disposition, a limited cooperative association may approve an amendment to the contract for disposition or the resolution authorizing the disposition or approve abandonment of the disposition:
(a) As provided in the contract or the resolution; and
(b) Except as prohibited by the resolution, with the same affirmative vote of the board of directors and of the members as was required to approve the disposition, except that approval of the members is not required to approve abandonment of the disposition.
(4) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a disposition of assets under this section and RCW 23.100.1201 through 23.100.1203.
[ 2019 c 37 § 1204.]
Structure 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.
23.100.0104 - Purpose and duration of limited cooperative association.
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.
23.100.0113 - 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.
23.100.0204 - 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.
23.100.0402 - 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.
23.100.0612 - Action without meeting.
23.100.0613 - Meetings and notice.
23.100.0614 - Waiver of notice of meeting.
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.
23.100.0805 - 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.
23.100.0901 - 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.
23.100.1007 - 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.
23.100.1302 - 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.
23.100.1310 - 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.
23.100.1318 - 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.