Consumer cooperative boards

AN ACT Relating to the composition of the boards of directors of 1
consumer cooperatives and cooperative associations; and amending RCW 2
23.86.080 and 24.06.130. 3
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:4
Sec. 1. RCW 23.86.080 and 2003 c 252 s 1 are each amended to 5
read as follows: 6
(1) Associations shall be managed by a board of not less than 7
three directors (which may be referred to as "trustees"). The 8
directors shall be elected by the members of the association at such 9
time, in such manner, and for such term of office as the bylaws may 10
prescribe, and shall hold office during the term for which they were 11
elected and until their successors are elected and qualified.12
(2) Except as provided in RCW 23.86.087, any vacancy occurring in 13
the board of directors, and any directorship to be filled by reason 14
of an increase in the number of directors, may be filled by the board 15
of directors unless the articles of incorporation or the bylaws 16
provide that a vacancy or directorship so created shall be filled in 17
some other manner. A director elected or appointed to fill a vacancy 18
shall be elected or appointed for the unexpired term of the 19
predecessor in office. 20
H-0826.1
HOUSE BILL 1635
State of Washington 69th Legislature 2025 Regular Session
By Representatives Ryu, Doglio, and Gregerson
Read first time 01/28/25. Referred to Committee on Civil Rights &
Judiciary.
p. 1 HB 1635
(3) For any cooperative association that has 2,500 or more 1
employees employed worldwide, the articles of incorporation or the 2
bylaws must specify that two positions on the board of directors must 3
be reserved for persons who are, at the time of their holding such a 4
position, nonsupervisory or nonmanagerial employees of the 5
corporation, who must be selected by a majority vote held among the 6
corporation's nonsupervisory and nonmanagerial employees acting as a 7
body. Directors who are nonsupervisory and nonmanagerial employees of 8
the corporation may not vote on any resolution pertaining to the 9
setting of wages and employee benefits or other terms or conditions 10
of employment related to nonsupervisory or nonmanagerial employees of 11
the corporation.12
Sec. 2. RCW 24.06.130 and 2011 c 336 s 665 are each amended to 13
read as follows: 14
(1) The number of directors of a corporation shall be not less 15
than three and shall be fixed by the bylaws: PROVIDED, That the 16
number of the first board of directors shall be fixed by the articles 17
of incorporation. The number of directors may be increased or 18
decreased from time to time by amendment to the bylaws, unless the 19
articles of incorporation provide that a change in the number of 20
directors shall be made only by amendment of the articles of 21
incorporation. No decrease in number shall have the effect of 22
shortening the term of any incumbent director. In the absence of a 23
bylaw fixing the number of directors, the number shall be the same as 24
that stated in the articles of incorporation. 25
(2) The directors constituting the first board of directors shall 26
be named in the articles of incorporation and shall hold office until 27
the first annual election of directors or for such other period as 28
may be specified in the articles of incorporation or the bylaws. 29
Thereafter, directors shall be elected or appointed in the manner and 30
for the terms provided in the articles of incorporation or the 31
bylaws. In the absence of a provision fixing the term of office, the 32
term of office of a director shall be one year. 33
(3) Directors may be divided into classes and the terms of office 34
of the several classes need not be uniform. Each director shall hold 35
office for the term for which he or she is elected or appointed and 36
until his or her successor shall have been elected or appointed and 37
qualified. 38
p. 2 HB 1635
(4) For any consumer cooperative that has 2,500 or more employees 1
employed worldwide, the articles of incorporation or the bylaws must 2
specify that two positions on the board of directors must be reserved 3
for persons who are, at the time of their holding such a position, 4
nonsupervisory or nonmanagerial employees of the corporation, who 5
must be selected by a majority vote held among the corporation's 6
nonsupervisory and nonmanagerial employees acting as a body. 7
Directors who are nonsupervisory and nonmanagerial employees of the 8
corporation may not vote on any resolution pertaining to the setting 9
of wages and employee benefits or other terms or conditions of 10
employment related to nonsupervisory or nonmanagerial employees of 11
the corporation.12
(5) A director may be removed from office pursuant to any 13
procedure therefor provided in the articles of incorporation.14
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p. 3 HB 1635