Voluntary dissolution by the board and members

(1) Except as otherwise provided in RCW 23.100.1004, for a limited cooperative association to voluntarily dissolve: (a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and(c) Subject to RCW 23.100.0419, the board of directors must mail or otherwise transmit or deliver to each member in a record that complies with RCW 23.100.0408: (i) The resolution required by (a) of this subsection; (ii) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and(iii) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members. (2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by: (a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1)(b) of this section; and(b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage. (3) The organic rules may require that the percentage of votes under subsection (2)(a) of this section is: (a) A different percentage that is not less than a majority of members voting at the meeting; (b) Measured against the voting power of all members; or(c) A combination of (a) and (b) of this subsection.