RCW 23.100.1303
Plan of conversion.
(1) A qualifying entity may convert to a limited cooperative association under this subchapter by approving a plan of conversion. The plan must be in a record and contain:
(a) The name and type of entity of the converting entity;
(b) The name of the converted entity;
(c) The manner of converting the interests in the converting entity into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(d) The proposed public organic record of the converted entity if it will be a filing entity;
(e) The full text of the private organic rules of the converted entity which are proposed to be in a record;
(f) The other terms and conditions of the conversion; and
(g) Any other provision required by the law of this state or the organic rules of the converting entity.
(2) In addition to the requirements of subsection (1) of this section, a plan of conversion may contain any other provision not prohibited by law.
[ 2019 c 37 § 1303.]
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.