WASHINGTON STATUTES AND CODES

23.86.210 - Conversion of cooperative association to domestic ordinary business corporation -- Procedure.

Conversion of cooperative association to domestic ordinary business corporation — Procedure.

(1) A cooperative association may be converted to a domestic ordinary business corporation pursuant to the following procedures:

     (a) The board of directors of the association shall, by affirmative vote of not less than two-thirds of all such directors, adopt a plan for such conversion setting forth:

     (i) The reasons why such conversion is desirable and in the interests of the members of the association;

     (ii) The proposed contents of articles of conversion with respect to items (ii) through (ix) of subparagraph (c) below; and

     (iii) Such other information and matters as the board of directors may deem to be pertinent to the proposed plan.

     (b) After adoption by the board of directors, the plan for conversion shall be submitted for approval or rejection to the members of the association at any regular meetings or at any special meetings called for that purpose, after notice of the proposed conversion has been given to all members entitled to vote thereon, in the manner provided by the bylaws. The notice of the meeting shall be accompanied by a full copy of the proposed plan for conversion or by a summary of its provisions. At the meeting members may vote upon the proposed conversion in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon shall be required for approval of the plan of conversion. If the total vote upon the proposed conversion shall be less than twenty-five percent of the total membership of the association, the conversion shall not be approved.

     (c) Upon approval by the members of the association, the articles of conversion shall be executed in duplicate by the association by one of its officers and shall set forth:

     (i) The dates and vote by which the plan for conversion was adopted by the board of directors and members respectively;

     (ii) The corporate name of the converted organization. The name shall comply with requirements for names of business corporations formed under Title 23B RCW, and shall not contain the term "cooperative";

     (iii) The purpose or purposes for which the converted corporation is to exist;

     (iv) The duration of the converted corporation, which may be perpetual or for a stated term of years;

     (v) The capitalization of the converted corporation and the class or classes of shares of stock into which divided, together with the par value, if any, of such shares, in accordance with statutory requirements applicable to ordinary business corporations, and the basis upon which outstanding shares of the association are converted into shares of the converted corporation;

     (vi) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the converted corporation;

     (vii) The address of the converted corporation's initial registered office and its initial registered agent at such address;

     (viii) The names and addresses of the persons who are to serve as directors of the converted corporation until the first annual meeting of shareholders of the converted corporation or until their successors are elected and qualify;

     (ix) Any additional provisions, not inconsistent with law, provided for by the plan for conversion for the regulation of the internal affairs of the converted corporation, including any provision restricting the transfer of shares or which under Title 23B RCW is required or permitted to be set forth in bylaws.

     (d) The executed duplicate originals of the articles of conversion shall be delivered to the secretary of state. If the secretary of state finds that the articles of conversion conform to law, the secretary of state shall, when all the fees have been paid as in this section prescribed:

     (i) Endorse on each of such originals the word "Filed", and the effective date of such filing;

     (ii) File one of such originals; and

     (iii) Issue a certificate of conversion to which one of such originals shall be affixed.

     (e) The certificate of conversion, together with the original of the articles of conversion affixed thereto by the secretary of state, shall be returned to the converted corporation or its representative. The original affixed to the certificate of conversion shall be retained by the converted corporation.

     (f) Upon filing the articles of conversion the converted corporation shall pay, and the secretary of state shall collect, the same filing and license fees as for filing articles of incorporation of a newly formed business corporation similarly capitalized.

     (2) Upon filing by the secretary of state of the articles of conversion, the conversion of the cooperative association to an ordinary business corporation shall become effective; the articles of conversion shall thereafter constitute and be treated in like manner as articles of incorporation; and the converted corporation shall be subject to all laws applicable to corporations formed under Title 23B RCW, and shall not thereafter be subject to laws applying only to cooperative associations. The converted corporation shall constitute and be deemed to constitute a continuation of the corporate substance of the cooperative association and the conversion shall in no way derogate from the rights of creditors of the former association.