Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissenting member or shareholder be limited to a return of less than the consideration paid to the corporation for the membership or shares which he or she holds unless the fair value of the membership or shares is less than the consideration paid to the corporation, and (2) the fair value payable to a dissenting member of a consumer cooperative shall be a fixed amount equal to the consideration paid to the corporation for the member’s current membership unless the articles of incorporation expressly provide for a greater or lesser amount.

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Terms Used In Washington Code 24.06.255

  • Articles of incorporation: includes the original articles of incorporation and all amendments thereto, and includes articles of merger. See Washington Code 24.06.005
  • Consumer cooperative: means a corporation engaged in the retail sale, to its members and other consumers, of goods or services of a type that are generally for personal, living, or family use. See Washington Code 24.06.005
  • 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.
  • Member: means one having membership rights in a corporation in accordance with provisions of its articles of incorporation or bylaws. See Washington Code 24.06.005
  • shareholder: means one who is a holder of record of one or more shares in a corporation organized with stock. See Washington Code 24.06.005