Voluntary Termination Request is Bogus

[Rory]

It has come to my attention that several members of VFC have requested
a refund of their previous share payments. Some of these were granted
immediately and some have been unlawfully delayed, with a "request"
from the board to fill out a form which basically gives the board full
discretion to give back the money or not, as they prefer. Given the
capricious nature with which the board has handled refund requests, I
would encourage ANYONE who is sent such a form to refuse. Your legal
rights upon signing this form are less than they are without signing
it.

As RCW 24.06.070 (4) clearly states "A subscription for shares of a
corporation to be organized shall be in writing and be irrevocable for
a period of six months, unless otherwise provided by the terms of the
subscription agreement or unless all of the subscribers consent to the
revocation of such subscription."

All share agreements prior to mid-2008 clearly indicated on the
"Vancouver Food Co-op Ownership Agreement and Order Form" clearly
indicate that the share agreement "confer voting and participation
rights in accordance with the co-ops articles of incorporation and
bylaws, the latter to be adopted at a meeting of owners subsequent to
incorporation." Such a meeting not having been held and no such bylaws
adopted, RCW 24.06 is the governing law, and VFC may not legally hold
the money for more than six months.

There are also various legal issues regarding the failure of VFC to
issue share certificates under RCW 24.06.060 and the legality of the
corporation accepting money for (un-issued) shares when it was
explicitly forbidden to do so by its original articles of
incorporation, but that is a matter for complaints to the Washington
State Department of Financial Institutions, given VFC's failure to
comply with the terms of their RCW 21.20.320(16)(a)(ii) exemption,
requested in June of 2007.

As indicated elsewhere, I have already taken VFC to small-claims court
and been awarded a full refund (plus court costs) in regards to this
matter, and anyone else is free to do so as well, with high hope for
success.

If the board tries to give anyone the run-around, they may be spanked
with impunity.

The relevant law may be reviewed at http://apps.leg.wa.gov/RCW/default.aspx?cite=24.06.070

A copy of the current form text follows, and I encourage NO ONE to
ever agree to its terms. Your current rights are much stronger under
the statute in accordance with the original share agreement.

Voluntary Termination Request
Vancouver Food Cooperative

I, ____, request voluntary termination of my membership and return of
my equity payment. (See note below.) I am requesting this for the
following reason:

Signature :
Date:

Owner Number (if known:

Printed name:
Email address:
Phone:
Mailing address:

Please mail completed form to Vancouver Food Cooperative, 1701
Broadway #B, Vancouver, WA 98663

Note: Decisions are reviewed monthly. The board has the final
decision on payment. The amount could possibly be a portion of the
equity paid based on availability of funds and may not necessarily be
returned immediately (based on our bylaws (Section IX 9.3).

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This area for Official use only

Owner Number:
Approved:
Date:
Date Paid:
Check Number: