(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will.

Terms Used In Washington Code 23.100.0901

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. Source: OCC
  • Inter vivos: Transfer of property from one living person to another living person.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: may be construed to include the United States, this state, or any state or territory, or any public or private corporation or limited liability company, as well as an individual. See Washington Code 1.16.080
  • Trustee: A person or institution holding and administering property in trust.
(2) Unless the organic rules otherwise provide, a member’s dissociation from a limited cooperative association is wrongful only if:
(a) It is in breach of an express provision of the organic rules; or
(b) It occurs before the termination of the limited cooperative association and:
(i) The person is expelled as a member under subsection (4)(c) or (d) of this section; or
(ii) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith.
(3) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association and to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association.
(4) A member is dissociated as a member when:
(a) The limited cooperative association receives notice in a record of the member’s express will to dissociate as a member, or if the member specifies in the notice an effective date later than the date the association received notice, on that later date;
(b) An event stated in the organic rules as causing the person’s dissociation occurs;
(c) The person’s entire interest is transferred in a foreclosure sale;
(d) The person is expelled as a member under the organic rules;
(e) The person is expelled as a member by the board of directors if:
(i) It is unlawful to carry on the limited cooperative association’s activities and affairs with the person as a member;
(ii) There has been a transfer of all the member’s financial rights in the association, other than:
(A) A transfer for security purposes; or
(B) A charging order which has not been foreclosed;
(iii) The person is an unincorporated entity that has been dissolved and its activities and affairs are being wound up;
(iv) The person is a corporation or cooperative and:
(A) The person filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the person’s charter or right to conduct business;
(B) The association sends a notice to the person that it will be expelled as a member for a reason described in (e)(iv)(A) of this subsection (4); and
(C) Not later than ninety days after the notice was sent under (e)(iv)(B) of this subsection (4), the person did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the person’s charter or right to conduct business; or
(v) The member is an individual and is adjudged incompetent;
(f) In the case of an individual, the individual dies;
(g) In the case of a member that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of a trust, the trust’s entire financial rights in the limited cooperative association are distributed;
(h) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate’s entire financial interest in the association is distributed;
(i) In the case of a person that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the existence of the person terminates; or
(j) The association’s participation in a merger under RCW 23.100.1308 through 23.100.1313 that causes the person to cease to be a member.
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