RCW 23.100.1304
Approval of conversion.
A plan of conversion is not effective unless it has been approved:
(1) By a converting entity:
(a) In accordance with the requirements, if any, in its organic rules for approval of a conversion; or
(b) By all of the interest holders of the entity entitled to vote on or consent to any matter if neither the entity's organic law nor the entity's organic rules provide for approval of a conversion; and
(2) In a record, by each interest holder of a converting entity which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:
(a) The organic rules of the entity provide in a record for the approval of a conversion in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all the interest holders; and
(b) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
[ 2019 c 37 § 1304.]
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.