RCW 23B.08.060 — Washington Code / Title 23B / Chapter 08 / Section 060
RCW 23B.08.060: Staggered terms for directors.
Status: in_force

(1) The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire. (2) If cumulative voting is authorized, any provision establishing staggered terms of directors shall provide that at least three directors shall be elected at each annual shareholders' meeting.
RCW 23B.08.520 — Washington Code / Title 23B / Chapter 08 / Section 520
RCW 23B.08.520: Mandatory indemnification.
Status: in_force

Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
RCW 23B.14.392 — Washington Code / Title 23B / Chapter 14 / Section 392
RCW 23B.14.392: Certificate of authority as insurance company—Filing of records.
Status: in_force

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
RCW 23B.13.020 — Washington Code / Title 23B / Chapter 13 / Section 020
RCW 23B.13.020: Right to dissent.
Status: in_force

(1) A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (a) Consummation of a merger to which the corporation is a party (i) if shareholder approval is required for the merger by RCW 23B.11A.040 or the articles of incorporation, or would be required but for the provisions of RCW 23B.11A.045 , and the shareholder is, or but for the provisions of RCW 23B.11A.045 would be, entitled to vote on the merger, except that the right to dissent will not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger; or (ii) if the corporation is a subsidiary and the merger is governed by RCW 23B.11A.050 ; (b) A plan of share exchange, which has become effective, to which the corporation is a party as the corporation whose shares have been acquired, if the shareholder was entitled to vote on the plan; (c) A sale, lease, exchange, or other disposition, which has become effective, of all, or substantially all, of the property and assets of the corporation other than in the usual and regular course of business, if the shareholder was entitled to vote on the sale, lease, exchange, or other disposition, including a disposition in dissolution, but not including a disposition pursuant to court order or a disposition for cash pursuant to a plan by which all or substantially all of the net proceeds of the disposition will be distributed to the shareholders within one year after the date of the disposition; (d) An amendment of the articles of incorporation, whether or not the shareholder was entitled to vote on the amendment, if the amendment effects a redemption or cancellation of all of the shareholder's shares in exchange for cash or other consideration other than shares of the corporation; (e) Any action described in RCW 23B.25.120 ; (f) Any corporate action approved pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares; (g) A plan of entity conversion in the case of a conversion of a domestic corporation to a foreign corporation, which has become effective, to which the domestic corporation is a party as the converting entity, if: (i) The shareholder was entitled to vote on the plan; and (ii) the shareholder does not receive shares in the surviving entity that have terms as favorable to the shareholder in all material respects and that represent at least the same percentage interest of the total voting rights of the outstanding shares of the surviving entity as the shares held by the shareholder before the conversion; or (h) Consummation of a conversion of the corporation to another entity which is not a foreign corporation pursuant to RCW 23B.09.010 . (2) A shareholder entitled to dissent and obtain payment for the shareholder's shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action fails to comply with the procedural requirements imposed by this title, RCW 25.10.831 through 25.10.886 , the articles of incorporation, or the bylaws, or is fraudulent with respect to the shareholder or the corporation. (3) The right of a dissenting shareholder to obtain payment of the fair value of the shareholder's shares shall terminate upon the occurrence of any one of the following events: (a) The proposed corporate action is abandoned or rescinded; (b) A court having jurisdiction permanently enjoins or sets aside the corporate action; or (c) The shareholder's demand for payment is withdrawn with the written consent of the corporation.
RCW 23B.08.540 — Washington Code / Title 23B / Chapter 08 / Section 540
RCW 23B.08.540: Court-ordered indemnification.
Status: in_force

Unless a corporation's articles of incorporation provide otherwise, a director of a corporation who is a party to a proceeding may apply for indemnification or advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advance of expenses if it determines: (1) The director is entitled to mandatory indemnification under RCW 23B.08.520 , in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in RCW 23B.08.510 or was adjudged liable as described in RCW 23B.08.510 (4), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred unless the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders pursuant to RCW 23B.08.560 provides otherwise; or (3) In the case of an advance of expenses, the director is entitled pursuant to the articles of incorporation, bylaws, or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.
RCW 23B.10.020 — Washington Code / Title 23B / Chapter 10 / Section 020
RCW 23B.10.020: Amendment of articles of incorporation by board of directors.
Status: in_force

Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder approval: (1) If the corporation has only one class of shares outstanding, to provide, change, or eliminate any provision with respect to the par value of any class of shares; (2) To delete the names and addresses of the initial directors; (3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; (4) If the corporation has only one class of shares outstanding, solely to: (a) Effect a forward stock split of, or change the number of authorized shares of that class in proportion to a forward stock split of, or share dividend in, the corporation's outstanding shares; or (b) Effect a reverse stock split of the corporation's outstanding shares if the number of authorized shares of that class is proportionately reduced by the amendment; (5) To change the corporate name; or (6) To make any other change expressly permitted by this title to be made without shareholder approval.
RCW 23B.03.020 — Washington Code / Title 23B / Chapter 03 / Section 020
RCW 23B.03.020: General powers.
Status: in_force

(1) Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name. (2) Unless its articles of incorporation provide otherwise, every corporation has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including without limitation, power: (a) To sue and be sued, complain, and defend in its corporate name; (b) To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (c) To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for managing the business and regulating the affairs of the corporation; (d) To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (f) To purchase, receive, subscribe for, or otherwise acquire; own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of; and deal in and with shares or other interests in, or obligations of, any person; (g) To make contracts, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; (h) To make guarantees respecting the contracts, securities, or obligations of any person; including, but not limited to, any shareholder, affiliated or unaffiliated individual, domestic or foreign corporation, partnership, association, joint venture or trust, if such guarantee may reasonably be expected to benefit, directly or indirectly, the guarantor corporation. As to the enforceability of the guarantee, the decision of the board of directors that the guarantee may be reasonably expected to benefit, directly or indirectly, the guarantor corporation shall be binding in respect to the issue of benefit to the guarantor corporation; (i) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; (j) To be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity; (k) To conduct its business, locate offices, and exercise the powers granted by this title within or without this state; (l) To elect, appoint, or hire officers, employees, and other agents of the corporation, define their duties, fix their compensation, and lend them money and credit; (m) To fix the compensation of directors, and lend them money and credit; (n) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents; (o) To make donations for the public welfare or for charitable, scientific, or educational purposes; (p) To transact any lawful business that will aid governmental policy; and (q) To make payments or donations, or do any other act, not inconsistent with law, that furthers the business and affairs of the corporation.
RCW 23B.12.020 — Washington Code / Title 23B / Chapter 12 / Section 020
RCW 23B.12.020: Sale of property and assets other than in the usual and regular course of business.
Status: in_force

(1) Except as provided in subsection (11) of this section, a sale, lease, exchange, or other disposition of a corporation's property and assets, other than in the usual and regular course of its business, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. (2) A continuing business activity will be conclusively presumed to represent a significant continuing business activity if, for the corporation and its subsidiaries on a consolidated basis, it represented at least: (a) Twenty-five percent of total assets at the end of the most recently completed fiscal year; and (b) Either: (i) Twenty-five percent of income from continuing operations before taxes, or (ii) twenty-five percent of revenues from continuing operations, in each case for the most recently completed fiscal year. (3) No presumption that a disposition will leave the corporation without a significant continuing business activity will arise from the fact that the corporation's continuing business activity does not equal or exceed any of the percentages set forth in subsection (2) of this section. (4) The determination of whether or not a continuing business activity constitutes a significant continuing business under subsection (2) of this section may be based either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or, in the case of subsection (2)(a) of this section, on a fair valuation or other method that is reasonable in the circumstances. (5) For a disposition to be approved by a corporation's shareholders: (a) The board of directors must approve the disposition and submit the proposed disposition for approval by the shareholders; (b) The board of directors must recommend the proposed disposition to the shareholders unless (i) the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and (c) The shareholders entitled to vote on the proposed disposition must approve the proposed disposition as provided in subsection (8) of this section. (6) The board of directors may condition its submission of the proposed disposition on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed disposition. (7) If the approval of the shareholders is to be given at a meeting, the corporation must notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050 . The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed disposition and contain or be accompanied by a description of the proposed disposition, including a summary of the material terms and conditions thereof and the consideration to be received by the corporation. (8)(a) With respect to a corporation formed before August 1, 2024: (i) Unless the articles of incorporation, or the board of directors acting in accordance with subsection (6) of this section, require a different vote, shareholder approval of the proposed disposition requires (A) the approval of two-thirds of the votes entitled to be cast on the proposed disposition, and (B) the approval of two-thirds of the votes entitled to be cast on the proposed disposition by each other voting group entitled under the articles of incorporation to vote separately on the proposed disposition, unless shareholder approval is not required under subsection (11) of this section; and (ii) The articles of incorporation may require a different vote than that provided in this subsection, or a different vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposed disposition and of each other voting group entitled to vote separately on the proposed disposition. (b) With respect to a corporation formed on or after August 1, 2024, unless the articles of incorporation, or the board of directors acting in accordance with subsection (6) of this section, requires a greater vote, the proposed disposition must be approved by a majority of the voting group comprising all the votes entitled to be cast on the proposed disposition, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed disposition, unless shareholder approval is not required under subsection (11) of this section. (9) After a proposed disposition has been approved by the shareholders as required by this section, and at any time before the proposed disposition has been consummated, the board of directors may abandon the proposed disposition without further action by the shareholders, subject to any contractual rights of other parties relating thereto. (10) A disposition that constitutes a distribution is governed by RCW 23B.06.400 and not by this section. (11) Unless the articles of incorporation otherwise require, approval by the shareholders of a parent corporation is not required for the transfer of any or all of the parent corporation's property and assets to one or more subsidiaries all of the shares or interests of which are owned, directly or indirectly, by the parent corporation. (12) The assets of a subsidiary are to be treated as the assets of its parent corporation for purposes of this section.
RCW 23B.17.030 — Washington Code / Title 23B / Chapter 17 / Section 030
RCW 23B.17.030: Limitation on liability of directors—Indemnification.
Status: in_force

The provisions of RCW 23B.08.320 and 23B.08.500 through 23B.08.600 shall apply to any corporation, other than a municipal corporation, incorporated under the laws of the state of Washington.
RCW 23B.08.530 — Washington Code / Title 23B / Chapter 08 / Section 530
RCW 23B.08.530: Advance for expenses.
Status: in_force

(1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if: (a) The director delivers to the corporation an executed written affirmation of the director's good faith belief that the director has met the standard of conduct described in RCW 23B.08.510 ; and (b) The director delivers to the corporation an executed written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct. (2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment. (3) Authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by resolution adopted by the shareholders or board of directors, or by contract.
RCW 23.95.600 — Washington Code / Title 23 / Chapter 95 / Section 600
RCW 23.95.600: Domestic entity—Definition.
Status: in_force

For the purposes of this Article 6, the term "domestic entity" does not include a domestic limited liability partnership.
RCW 23.100.1012 — Washington Code / Title 23 / Chapter 100 / Section 1012
RCW 23.100.1012: Statement of dissolution.
Status: in_force

(1) A limited cooperative association that has dissolved or is about to dissolve may deliver to the secretary of state for filing a statement of dissolution that states: (a) The name of the association; (b) The date the association dissolved or will dissolve; and (c) Any other information the association considers relevant. (2) A person has notice of a limited cooperative association's dissolution on the later of: (a) Ninety days after a statement of dissolution is filed; or (b) The effective date stated in the statement of dissolution.
RCW 23B.15.100 — Washington Code / Title 23B / Chapter 15 / Section 100
RCW 23B.15.100: Service on foreign corporation.
Status: in_force

Service of any process, notice, or demand required or permitted by law to be served upon the foreign corporation may be made in accordance with RCW 23.95.450 .
RCW 23B.10.210 — Washington Code / Title 23B / Chapter 10 / Section 210
RCW 23B.10.210: Bylaw increasing quorum or voting requirements for directors.
Status: repealed

(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (a) If originally adopted by the shareholders, only by the shareholders; or (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors. (2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (3) If the corporation is a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the quorum requirement and be approved by the vote required for approval under the quorum and voting requirement then in effect. (4) If the corporation is not a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be approved by the same vote required for approval under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
RCW 43.07.310 — Washington Code / Title 23B / Chapter 07 / Section 310
RCW 43.07.310: Division of elections—Duties.
Status: in_force

The secretary of state, through the division of elections, is responsible for the following duties, as prescribed by Title 29A RCW: (1) The filing, verification of signatures, and certification of state initiative, referendum, and recall petitions; (2) The production and distribution of a state voters' pamphlet; (3) The examination, testing, and certification of voting equipment, voting devices, and vote tallying systems; (4) The administration, canvassing, and certification of the presidential primary, state primaries, and state general elections; (5) The administration of motor voter and other voter registration and voter outreach programs; (6) The training, testing, and certification of state and local elections personnel as established in RCW 29A.04.530 ; (7) The conduct of reviews as established in RCW 29A.04.570 ; and (8) Other duties that may be prescribed by the legislature.(1) Two or more shareholders may provide for the manner in which they will vote their shares by executing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of RCW 23B.07.300 . (2) A voting agreement created under this section is specifically enforceable.
RCW 23B.14.310 — Washington Code / Title 23B / Chapter 14 / Section 310
RCW 23B.14.310: Judicial dissolution or supervision of voluntary dissolution—Procedure.
Status: in_force

(1) Venue for any proceeding to dissolve a corporation or to supervise a voluntary dissolution brought by any party named in RCW 23B.14.300 lies in the county where a corporation's registered office is or was last located. (2) It is not necessary to make shareholders or directors parties to a proceeding to dissolve a corporation or to supervise a voluntary dissolution unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a corporation or to supervise a voluntary dissolution may issue injunctions, appoint a general or custodial receiver with all powers and duties the court directs, and take other action required to preserve the corporate assets wherever located. A court in a proceeding brought to dissolve a corporation may also carry on the business of the corporation until a full hearing can be held.
RCW 23B.11A.030 — Washington Code / Title 23B / Chapter 11A / Section 030
RCW 23B.11A.030: Share exchange.
Status: in_force

(1) By complying with this chapter: (a) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation in exchange for shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or (b) All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic corporation in exchange for shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange. (2) The plan of share exchange must include: (a) The name of each domestic corporation the shares of which will be acquired and the name of the domestic corporation that will acquire those shares; and (b) The manner and basis of exchanging shares of a domestic corporation that is the acquired entity for shares or other securities, obligations, rights to acquire shares, other securities, cash, other property, or any combination of the foregoing. (3) In addition to the requirements of subsection (2) of this section, a plan of share exchange may contain any other provision not prohibited by law. (4) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200 (3). (5) A plan of share exchange may be amended only with the consent of each party to the share exchange, except as provided in the plan of share exchange. A domestic corporation may approve an amendment to a plan of share exchange: (a) In the same manner as the plan of share exchange was approved, if the plan of share exchange does not provide for the manner in which it may be amended; or (b) In the manner provided in the plan of share exchange, except that shareholders that were entitled to vote on or consent to approval of the plan of share exchange are entitled to vote on or consent to any amendment of the plan of share exchange that will change: (i) The amount or kind of shares or other securities, obligations, rights to acquire shares, other securities, cash, or other property to be received under the plan by the shareholders of the acquired entity; or (ii) Any of the other terms or conditions of the plan of share exchange if the change would adversely affect such shareholders in any material respect.
RCW 23.78.060 — Washington Code / Title 23 / Chapter 78 / Section 060
RCW 23.78.060: Right to vote—Power to amend or repeal bylaws—Right to amend articles of incorporation.
Status: in_force

(1) No capital stock other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in this chapter, or in the articles of incorporation. (2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only. (3) Except as otherwise permitted by RCW 23B.10.040 , no capital stock other than membership shares shall be permitted to vote on any amendment to the articles of incorporation.
RCW 23B.01.410 — Washington Code / Title 23B / Chapter 01 / Section 410
RCW 23B.01.410: Notice.
Status: in_force

(1) A notice under this title must be in writing, except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws. A notice includes material that this title or the corporation's articles of incorporation or bylaws requires to accompany the notice. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this title must be in English. (2) A notice or other communication may be given by any method of delivery, except that electronic transmissions must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication may be given by means of a broad nonexclusionary distribution to the public, which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the corporation has previously identified to its shareholders. (3) A notice or other communication to a domestic or foreign corporation registered to do business in this state may be delivered to the corporation's registered agent or to the secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its foreign registration statement. (4) Except to the extent otherwise provided in subsection (5) of this section, a notice or other communication may be given by electronic mail or other electronic transmission, subject to subsection (10) of this section if applicable. If a corporation previously gave notices under this title to a shareholder only by mail or other methods of delivery not involving electronic transmission, the corporation must notify the shareholder that it intends to give notices under this title to the shareholder by electronic transmission before the corporation first commences giving notice under this title to the shareholder by electronic transmission. The inadvertent failure to give this notice will not invalidate any meeting or other corporate action. (5) A notice may not be given by electronic mail or other electronic transmission: (a) To a shareholder after the shareholder notifies the corporation in writing of an objection to receiving notice by electronic mail or other electronic transmission; or (b) To a shareholder or director after the corporation is unable to deliver two consecutive notices by electronic mail or other electronic transmission to the electronic mail address, network, or processing system for the shareholder or director, and the inability becomes known to the secretary or to the transfer agent, or other person responsible for the giving of notice or other communications. The inadvertent failure to discover this inability will not invalidate any meeting or other corporate action. (6) Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: (a) If by electronic mail, it is directed to the recipient's electronic mail address, including, in the case of a shareholder, to the shareholder's electronic mail address as it appears in the corporation's records; (b) If by posting on an electronic network, upon the later of: (i) The posting; and (ii) The delivery of separate notice to the recipient of such specific posting together with comprehensible instructions regarding how to obtain access to the posting on the electronic network; and (c) If by any other electronic transmission, it enters an information processing system that the recipient has designated or uses for the purposes of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission and it is in a form capable of being processed by that system. (7) Receipt of an electronic acknowledgment from an information processing system described in subsection (6)(c) of this section establishes that an electronic transmission was received but, by itself, does not establish that the content sent corresponds to the content received. (8) An electronic transmission is received under this section even if no person is aware of its receipt. (9) A notice or other communication, if in a comprehensible form or manner, is effective at the earliest of the following: (a) If in a physical form, the earliest of when it is actually received, or when it is left at: (i) A shareholder's address as it appears in the corporation's records; (ii) A director's residence or usual place of business; or (iii) The corporation's principal office; (b) If mailed to a shareholder, upon deposit in the United States mail with first-class postage prepaid and correctly addressed to the shareholder's mailing address as it appears in the corporation's records; (c) If mailed to a recipient other than a shareholder, the earliest of when it is actually received, or: (i) If sent by registered or certified mail, return receipt requested, the date shown on the return receipt signed by or on behalf of the addressee; or (ii) Five days after it is deposited in the United States mail with first-class postage prepaid and correctly addressed to the recipient; (d) If sent by air courier, when dispatched and correctly addressed to a shareholder's mailing address as it appears in the corporation's records; (e) If sent by electronic mail or any other electronic transmission, when it is received as provided in subsection (6) of this section; and (f) If oral, when communicated. (10) A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if: (a) The electronic transmission is otherwise retrievable in perceivable form; and (b) The sender and the recipient have consented in writing to the use of such form of electronic transmission. (11) Notwithstanding anything to the contrary in this section or any other section of this title, when this title requires that a notice be given to shareholders, a public company may satisfy this requirement, by: (a) Posting the notice, and any material that this title or the corporation's articles of incorporation or bylaws requires to accompany the notice, on an electronic network (either separate from, or in combination with or as part of, any other materials the public company has posted on the electronic network in compliance with applicable federal law) at or prior to the time that the notice under (b) of this subsection is delivered to the public company's shareholders entitled to receive the notice, and (b) mailing to the public company's shareholders entitled to receive the notice a separate notice of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. In such a case, the notice and any accompanying material posted on the electronic network is deemed to have been delivered to the public company's shareholders at the time the separate notice required under (b) of this subsection is effective as provided in subsection (9) of this section. A public company that elects pursuant to this subsection to post on an electronic network any notice or any material that this title or the corporation's articles of incorporation or bylaws requires to accompany a notice to shareholders is required, at its expense, to provide a copy of the notice and the material in a tangible medium (alone or in combination or as part of any other materials the public company has posted on the electronic network in compliance with federal law) to any shareholder entitled to such a notice who so requests. (12) If this title prescribes requirements for notices or other communications in particular circumstances, those requirements govern. If articles of incorporation or bylaws prescribe requirements for notices or other communications, not inconsistent with this section or other provisions of this title, those requirements govern. The articles of incorporation or bylaws may require delivery of notices of meetings of directors by electronic mail or other electronic transmission. (13) In the event that any provisions of this title are deemed to modify, limit, or supersede the federal electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., the provisions of this title will control to the maximum extent permitted by section 102(a)(2) of that federal act.
RCW 23.100.0417 — Washington Code / Title 23 / Chapter 100 / Section 0417
RCW 23.100.0417: Districts and delegates—Classes of members.
Status: in_force

(1) The organic rules may provide for the formation of geographic districts of patron members and: (a) For the conduct of patron member meetings by districts and the election of directors at the meetings; or (b) That districts may elect district delegates to represent and vote for the district at members meetings. (2) A delegate elected under subsection (1)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules. (3) The organic rules may provide for the establishment of classes of members, for the preferences, rights, and limitations of the classes, and: (a) For the conduct of members meetings by classes and the election of directors at the meetings; or (b) That classes may elect class delegates to represent and vote for the class in members meetings. (4) A delegate elected under subsection (3)(b) of this section has one vote unless voting power is otherwise allocated by the organic rules.
RCW 23B.09.060 — Washington Code / Title 23B / Chapter 09 / Section 060
RCW 23B.09.060: Abandonment of entity conversion.
Status: in_force

(1) Unless otherwise provided in a plan of entity conversion of a domestic corporation, after the plan of entity conversion has been adopted and approved as required by this chapter, and at any time before the articles of entity conversion have become effective, the planned conversion may be abandoned by the board of directors without action by the shareholders. (2) If any entity conversion is abandoned after articles of entity conversion have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, must be delivered to the secretary of state for filing prior to the effective date of the entity conversion and in accordance with RCW 23.95.215 . Upon filing, the statement takes effect and the entity conversion is deemed abandoned and may not become effective.
RCW 23B.07.050 — Washington Code / Title 23B / Chapter 07 / Section 050
RCW 23B.07.050: Notice of meeting.
Status: in_force

(1) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting. Such notice shall be given no fewer than ten nor more than sixty days before the meeting date, except that notice of a shareholders' meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed disposition of property and assets pursuant to RCW 23B.12.020 , or the dissolution of the corporation shall be given no fewer than twenty nor more than sixty days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. (2) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. (3) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. (4) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under RCW 23B.07.070 , however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
RCW 23B.07.080 — Washington Code / Title 23B / Chapter 07 / Section 080
RCW 23B.07.080: Shareholder participation by means of communication equipment.
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, a corporation may permit any or all shareholders to participate in any meeting of shareholders by means of, or conduct the meeting solely through the use of, remote communication. Subject to the provisions of subsection (2) of this section, participation by remote communication is to be subject to any guidelines and procedures adopted by or pursuant to the authority of the board of directors. (2) If a corporation elects to permit participation by means of, or conduct a meeting solely through the use of, remote communication: (a) The notice of the meeting must specify how a shareholder may participate in the meeting by means of remote communication; and (b) The corporation must implement reasonable measures to (i) verify that each person participating remotely as a shareholder or proxy holder is a shareholder or proxy holder, and (ii) provide each person participating remotely as a shareholder or proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings. (3) Participation in a meeting in accordance with this section constitutes presence in person at that meeting. (4) If the board of directors or another authorized person determines to hold a shareholders' meeting without a physical assembly of shareholders in accordance with RCW 23B.07.010 (4) or 23B.07.020 (6), all shareholders entitled to vote at such meeting must have the opportunity to participate in the meeting by remote communication in accordance with this section.
RCW 23.86.191 — Washington Code / Title 23 / Chapter 86 / Section 191
RCW 23.86.191: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 23B.16.220 — Washington Code / Title 23B / Chapter 16 / Section 220
RCW 23B.16.220: Initial and annual reports for secretary of state.
Status: in_force

Each domestic corporation, and each foreign corporation registered to transact business in this state, shall deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255 .
RCW 23B.14.050 — Washington Code / Title 23B / Chapter 14 / Section 050
RCW 23B.14.050: Effect of dissolution.
Status: in_force

(1) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will be applied toward satisfaction or making reasonable provision for satisfaction of its liabilities or will otherwise not be distributed in kind to its shareholders, but in any case subject to applicable liens and security interests as well as any applicable contractual restrictions on the disposition of its properties; (c) Satisfying or making reasonable provision for satisfying its liabilities, in accordance with their priorities as established by law, and on a pro rata basis within each class of liabilities; (d) Subject to the limitations imposed by RCW 23B.06.400 , distributing its remaining property among its shareholders according to their interests; and (e) Doing every other act necessary to wind up and liquidate its business and affairs. (2) Except as otherwise provided in this chapter, dissolution of a corporation does not: (a) Transfer title to the corporation's property; (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records; (c) Subject its directors or officers to standards of conduct different from those prescribed in chapter 23B.08 RCW; (d) Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (e) Prevent commencement of a proceeding by or against the corporation in its corporate name; (f) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (g) Terminate the authority of the registered agent of the corporation. (3) A dissolved corporation's board of directors may make a determination that reasonable provision for the satisfaction of any liability, whether arising in tort or by contract, statute, or otherwise, and whether matured or unmatured, contingent, or conditional, has been made by means of a purchase of insurance coverage, provision of security therefor, contractual assumption thereof by a solvent person, or any other means, that the board of directors determines is reasonably calculated to provide for satisfaction of the reasonably estimated amount of such liability. Upon making such a determination, the board of directors shall, for purposes of determining whether a subsequent distribution to shareholders is prohibited under *RCW 23B.06.400 (2), be entitled to treat such liability as fully satisfied by the assets used or committed in order to make such provision. In making determinations under *RCW 23B.06.400 (2), the board of directors of a dissolved corporation may also disregard, and make no provision for the satisfaction of, any liabilities that are barred in accordance with RCW 23B.14.060 (2), or that may exceed any provision for their satisfaction ordered by a superior court pursuant to RCW 23B.14.065 , or that the board of directors does not consider, based on the facts known to it, reasonably likely to arise prior to expiration of the survival period specified in RCW 23B.14.340 . (4) The board of directors of a dissolved corporation may at any time petition to have the dissolution continued under court supervision in accordance with RCW 23B.14.300 , or, upon a finding that the corporation is not able to pay its liabilities as they become due in the usual course of business or that its assets are less than the sum of its total liabilities, may dedicate the corporation's assets to the repayment of its creditors by making an assignment for the benefit of creditors in accordance with chapter 7.08 RCW or obtaining the appointment of a general receiver in accordance with chapter 7.60 RCW. The assumption of control over the corporation's assets by a court, an assignee for the benefit of creditors, or a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation's assets or the application of any assets or proceeds toward satisfaction of its liabilities. (5) Corporate actions to be approved by a corporation that has been dissolved under RCW 23B.14.030 or ** 23B.14.210 , which are within the scope of activities permitted in this chapter, may be approved by the corporation's board of directors and, if required, by its shareholders, membership in both groups determined as of the effective date of the dissolution. If vacancies in the board of directors occur after the effective date of dissolution, the shareholders, or the remaining directors, even if less than a quorum of the board, may fill the vacancies. A special meeting of the shareholders for purposes of approving any corporate action required or permitted to be approved by shareholders, or for purposes of electing directors, may be called by any person who was an officer, director, or shareholder of the corporation at the effective date of the dissolution.
RCW 23B.08.030 — Washington Code / Title 23B / Chapter 08 / Section 030
RCW 23B.08.030: Number and election of directors.
Status: in_force

(1) A board of directors must consist of one or more individuals. (2) Unless the articles of incorporation under RCW 23B.08.010 or an agreement among the shareholders under RCW 23B.07.320 dispense with a board of directors, the articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed. (3) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless (a) their terms are staggered under RCW 23B.08.060 , or (b) their terms are otherwise governed by RCW 23B.05.050 . Directors also may be elected by execution of a shareholder consent under RCW 23B.07.040 .
RCW 23.86.900 — Washington Code / Title 23 / Chapter 86 / Section 900
RCW 23.86.900: Application—1989 c 307.
Status: in_force

The provisions of this chapter relating to domestic cooperative associations shall apply to: (1) All cooperative associations organized under this chapter; and (2) All agricultural cooperative associations organized under *chapter 24.32 RCW. All such agricultural cooperatives are deemed to have been incorporated under this chapter.
RCW 23B.25.080 — Washington Code / Title 23B / Chapter 25 / Section 080
RCW 23B.25.080: Instituting or maintaining proceedings—Shareholders only.
Status: in_force

(1) No proceeding may be instituted or maintained in the right of any social purpose corporation under this title by any party other than a shareholder of the social purpose corporation. (2) A person may not commence a proceeding in the right of a social purpose corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. (3) Any proceeding instituted or maintained in the right of a social purpose corporation must comply with the procedure set forth in RCW 23B.07.400 .
RCW 23B.25.010 — Washington Code / Title 23B / Chapter 25 / Section 010
RCW 23B.25.010: Powers, rights, and obligations—Definition—Application of RCW 23B.03.010.
Status: in_force

(1) Except as otherwise expressly stated in this chapter, the provisions of this title and all powers, rights, and obligations thereunder shall apply to social purpose corporations organized under this chapter, and references in this title to the term "corporation" shall be read to include social purpose corporations organized under this chapter. (2) Subject to any limitations contained in the articles of incorporation, a social purpose corporation may engage in any lawful business under RCW 23B.03.010 .
RCW 23.100.0204 — Washington Code / Title 23 / Chapter 100 / Section 0204
RCW 23.100.0204: Executing of records to be delivered for filing to secretary of state.
Status: in_force

A record delivered to the secretary of state for filing pursuant to chapter 23.95 RCW and this chapter must be executed as follows: (1) A limited cooperative association's initial articles of organization must be executed by at least one person acting as an organizer. (2) A statement of withdrawal under RCW 23.95.215 must be executed as provided in that section. (3) Except as otherwise provided in subsection (4) of this section, a record executed by an existing association must be executed by an officer. (4) A record filed on behalf of a dissolved association must be executed by a person winding up activities under RCW 23.100.1006 (2) or a person appointed under RCW 23.100.1006 (3) to wind up those activities. (5) Any other record delivered on behalf of a person to the secretary of state for filing must be executed by that person.
RCW 23B.08.735 — Washington Code / Title 23B / Chapter 08 / Section 735
RCW 23B.08.735: Pursuit of business opportunities—Duty to corporation.
Status: in_force

(1) If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be enjoined or set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if: (a) Before the director, officer, or related person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation, and: (i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures stated in RCW 23B.08.720 , as if the decision being made concerned a director's conflicting interest transaction; or (ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures stated in RCW 23B.08.730 , as if the decision being made concerned a director's conflicting interest transaction; except that, in the case of both (a)(i) and (ii) of this subsection, rather than making "required disclosure" as defined in RCW 23B.08.700 (4), in each case the director or officer must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director or officer; or (b) The duty to offer the corporation the right to have or participate in the particular business opportunity or the class or category in to which that particular business opportunity falls has been limited or eliminated pursuant to a provision of the articles of incorporation. However, if such provision applies to an officer or related person of that officer, the board of directors, by action of qualified directors taken in compliance with the same procedures under RCW 23B.08.720 and taken subsequent to the inclusion of such provision in the articles of incorporation, (i) must approve the application of such provision to an officer or a related person of that officer, and (ii) may condition the application of such provision to such officer or related person of that officer on any basis. (2) In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1)(a)(i) or (ii) of this section before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
RCW 23B.11A.050 — Washington Code / Title 23B / Chapter 11A / Section 050
RCW 23B.11A.050: Merger between parent and subsidiary or between subsidiaries.
Status: in_force

(1) A domestic corporation or other entity that owns shares of a domestic corporation that are entitled to cast votes comprising at least 90 percent of the voting power of each class and series of the outstanding voting shares of that subsidiary corporation may: (a) Merge the subsidiary corporation into itself or into (i) another domestic corporation in which the parent entity owns shares that are entitled to cast votes comprising at least 90 percent of the voting power of each class and series of the outstanding voting shares of that other domestic corporation or (ii) an other entity in which the parent entity owns interests that are entitled to cast votes comprising at least 90 percent of the total number of votes entitled to be cast by all outstanding interests of that other entity, or (b) merge itself into that subsidiary corporation, in either case without the approval of the board of directors or shareholders of the subsidiary corporation, unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation provide otherwise. RCW 23B.11A.040 (7) applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be executed by the subsidiary corporation. (2) A parent entity must, within 10 days after a merger under subsection (1) of this section becomes effective, notify each of the subsidiary corporation's other shareholders that the merger has become effective. The notice must contain or be accompanied by a copy of the plan of merger or a summary of the material terms and conditions of the merger and the consideration to be received by shareholders. (3) Except as provided in subsections (1) and (2) of this section, a merger under this section will be governed by the provisions of this chapter applicable to mergers generally.
RCW 23.100.1312 — Washington Code / Title 23 / Chapter 100 / Section 1312
RCW 23.100.1312: Statement of merger—Effective date of merger.
Status: in_force

(1) A statement of merger must be signed by each merging entity and delivered to the secretary of state for filing. (2) A statement of merger must contain: (a) The name, jurisdiction of formation, and type of cooperative association of each merging cooperative association that is not the surviving entity; (b) The name, jurisdiction of formation, and type of entity of the surviving cooperative association; (c) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than ninety days after the date of filing; (d) A statement that the merger was approved by each domestic merging cooperative association, if any, in accordance with this section and RCW 23.100.1308 through 23.100.1311 and 23.100.1313 and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation; (e) If the surviving cooperative association exists before the merger and is a domestic cooperative association, any amendment to its public organic record approved as part of the plan of merger; (f) If the surviving entity is created by the merger and is a domestic cooperative association, its public organic record, as an attachment; (g) If the surviving entity is a foreign cooperative association that is not a registered foreign cooperative association, a mailing address to which the secretary of state may send any process served on the secretary of state pursuant to RCW 23.100.1313 (5). (3) In addition to the requirements of subsection (2) of this section, a statement of merger may contain any other provision not prohibited by law. (4) If the surviving entity is a domestic cooperative association, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record. (5) A plan of merger that is signed by all the merging cooperative associations and meets all the requirements of subsection (2) of this section may be delivered to the secretary of state for filing instead of a statement of merger and on filing has the same effect. If a plan of merger is filed as provided in this subsection, references in this subchapter to a statement of merger refer to the plan of merger filed under this subsection. (6) A statement of merger is effective on the date and time of filing or the later date and time specified in the statement of merger. (7) If the surviving entity is a domestic limited cooperative association, the merger becomes effective when the statement of merger is effective. If the surviving entity is a foreign cooperative association, the merger becomes effective on the later of: (a) The date and time provided by the organic law of the surviving cooperative association; or (b) When the statement is effective.
RCW 23.100.1314 — Washington Code / Title 23 / Chapter 100 / Section 1314
RCW 23.100.1314: Relationship to other laws.
Status: in_force

(1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter. (2) A conversion effected under this subchapter may not create or impair a right, duty, or obligation of a person under the statutory law of this state relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, or converting cooperative association unless the approval of the plan is by a vote of the members or directors which would be sufficient to create or impair the right, duty, or obligation directly under the law.
RCW 23.100.0616 — Washington Code / Title 23 / Chapter 100 / Section 0616
RCW 23.100.0616: Voting.
Status: in_force

(1) Each director shall have one vote for purposes of decisions made by the board of directors. (2) Unless the organic rules provide for a greater number, the affirmative vote of a majority of directors present at a meeting is required for action by the board of directors.
RCW 23B.08.090 — Washington Code / Title 23B / Chapter 08 / Section 090
RCW 23B.08.090: Removal of directors by judicial proceeding.
Status: in_force

(1) The superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that (a) the director engaged in fraudulent or dishonest conduct with respect to the corporation, and (b) removal is in the best interest of the corporation. (2) The court that removes a director may bar the director from reelection for a period prescribed by the court. (3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.
RCW 23.95.115 — Washington Code / Title 23 / Chapter 95 / Section 115
RCW 23.95.115: Rules and procedures.
Status: in_force

(1) The secretary of state has the power reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter. (2) The secretary of state may adopt rules to facilitate electronic filing. The rules will detail the circumstances under which the electronic filing of documents will be permitted, how the documents will be filed, and how the secretary of state will return filed documents. The rules may also impose additional requirements related to implementation of electronic filing processes, including but not limited to file formats, signature technologies, delivery, and the types of entities, records, or documents permitted.
RCW 43.07.200 — Washington Code / Title 23B / Chapter 07 / Section 200
RCW 43.07.200: Department of revenue as secretary of state's agent for legal entity renewals.
Status: in_force

The secretary of state and the director of revenue may enter into agreements designating the department of revenue as the secretary of state's agent for issuing all or a portion of the legal entity renewals within the jurisdiction of the secretary of state.(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders on the record date who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this section requires the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder. (2) The shareholders' list must be available for inspection by any shareholder, beginning ten days prior to the meeting and continuing through the meeting either: (a) On a reasonably accessible electronic network, on condition that the information necessary to gain access to the list is provided in or accompanies the notice of the meeting; or (b) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. If the corporation elects to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders or their agents or attorneys. A shareholder, the shareholder's agent, or the shareholder's attorney is entitled to inspect the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection. (3) The corporation must make the shareholders' list available at the meeting, and any shareholder, the shareholder's agent, or the shareholder's attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication in accordance with RCW 23B.07.010 (4) or 23B.07.020 (6), then the list must be available for inspection by any shareholder, the shareholder's agent, or the shareholder's attorney during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access the list must be provided with the notice of the meeting. (4) If the corporation refuses to allow a shareholder, the shareholder's agent, or the shareholder's attorney to inspect the shareholders' list before or at the meeting, the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection is complete. (5) A shareholder's right to copy the shareholders' list, and a shareholder's right to otherwise inspect and copy the record of shareholders, is governed by RCW 23B.16.020 (3). (6) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of corporate action approved at the meeting.
RCW 23.100.0408 — Washington Code / Title 23 / Chapter 100 / Section 0408
RCW 23.100.0408: Notice of members meeting.
Status: in_force

(1) A limited cooperative association shall notify each member of the time, date, and place of a members meeting at least ten and not more than one hundred twenty days before the meeting. (2) Unless the articles of organization otherwise provide, notice of an annual members meeting need not include any purpose of the meeting. (3) Notice of a special meeting of members must include each purpose of the meeting as contained in the demand under RCW 23.100.0407 (1) (c) or (d) or as voted upon by the board of directors under RCW 23.100.0407 (1)(b). (4) Notice of a members meeting must be given in a record unless oral notice is reasonable under the circumstances.
RCW 23B.09.040 — Washington Code / Title 23B / Chapter 09 / Section 040
RCW 23B.09.040: Articles of entity conversion.
Status: in_force

(1) After a plan of entity conversion by a domestic corporation converting into an other entity has been adopted and approved as required by this chapter, articles of entity conversion must be executed on behalf of the domestic corporation by any officer or other duly authorized representative and must be delivered to the secretary of state for filing. (2) After the conversion of an other entity into a domestic corporation has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion must be executed on behalf of the converting entity by any officer or other duly authorized representative and must be delivered to the secretary of state for filing. (3) The articles of entity conversion must set forth: (a) A statement that the converting entity has been converted into the surviving entity; (b) The name and form of the converting entity before conversion; (c) The name and form of the surviving entity after conversion, which must be a name that satisfies the requirements of Article 3 of chapter 23.95 RCW if the surviving entity after conversion is a domestic corporation; (d) Articles of incorporation that comply with RCW 23B.02.020 if the surviving entity after conversion is a domestic corporation; (e) The date the conversion is effective under the organic law of the surviving entity; (f) If the converting entity is a domestic corporation, a statement that the conversion was duly approved by the shareholders of the domestic corporation pursuant to RCW 23B.09.030 ; (g) If the converting entity is an other entity, a statement that the conversion was duly approved as required by the organic law of the converting entity; and (h) If the surviving entity is a foreign other entity not authorized to transact business in this state: (i) A statement that the surviving entity consents to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation; and (ii) the street and mailing address of the entity's principal office that may be used for service of process under RCW 23.95.450 . (4) The articles of entity conversion take effect at the effective time provided in RCW 23.95.210 . Articles of entity conversion under subsection (1) or (2) of this section may be combined with any required conversion filing under the organic law of the other entity if the combined filing satisfies the requirements of both this section and the organic law of the other entity.
RCW 23B.02.010 — Washington Code / Title 23B / Chapter 02 / Section 010
RCW 23B.02.010: Incorporators.
Status: in_force

One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.
RCW 23B.08.300 — Washington Code / Title 23B / Chapter 08 / Section 300
RCW 23B.08.300: General standards for directors.
Status: in_force

(1) A director shall discharge the duties of a director, including duties as member of a committee: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the director reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or (c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. (3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section.
RCW 23B.15.010 — Washington Code / Title 23B / Chapter 15 / Section 010
RCW 23B.15.010: Authority to transact business required.
Status: in_force

(1) Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation may not transact business in this state until it registers with the secretary of state in accordance with Article 5 of chapter 23.95 RCW. (2) A nonexhaustive list of activities that do not constitute transacting business in this state is provided in RCW 23.95.520 .
RCW 23.100.1501 — Washington Code / Title 23 / Chapter 100 / Section 1501
RCW 23.100.1501: Uniformity of application and construction—2019 c 37.
Status: in_force

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
RCW 23.100.0203 — Washington Code / Title 23 / Chapter 100 / Section 0203
RCW 23.100.0203: Bylaws.
Status: in_force

(1) Bylaws must be in a record and, if not stated in the articles of organization, must include: (a) A statement of the capital structure of the limited cooperative association, including: (i) The classes or other types of members' interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member's interest; and (ii) The rights to share in profits or distributions of the association; (b) A statement of the method for admission of members; (c) A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power; (d) A statement that a member's interest is transferable if it is to be transferable and a statement of the conditions upon which it may be transferred; (e) A statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members; (f) A statement concerning: (i) Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and (ii) The manner in which profits and losses are allocated and distributions are made with respect to those persons; and (g) A statement of the number and terms of directors or the method by which the number and terms are determined. (2) Subject to RCW 23.100.0109 (3) and the articles of organization, bylaws may contain any other provision for managing and regulating the affairs of the association. (3) In addition to amendments permitted under RCW 23.100.0301 through 23.100.0307 , the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
RCW 23.95.230 — Washington Code / Title 23 / Chapter 95 / Section 230
RCW 23.95.230: Evidentiary effect of copy of filed record.
Status: in_force

A certification from the secretary of state accompanying a copy of a filed record is conclusive evidence that the copy is an accurate representation of the original record on file with the secretary of state.
RCW 23.100.0623 — Washington Code / Title 23 / Chapter 100 / Section 0623
RCW 23.100.0623: Resignation and removal of officers.
Status: in_force

(1) The board of directors may remove an officer at any time with or without cause. (2) An officer of a limited cooperative association may resign at any time by giving notice in a record to the association. Unless the notice specifies a later time, the resignation is effective when the notice is given.
RCW 23B.05.040 — Washington Code / Title 23B / Chapter 05 / Section 040
RCW 23B.05.040: Service on corporation.
Status: in_force

Service of process, notice, or demand required or permitted by law to be served on the corporation may be made in accordance with RCW 23.95.450 .
RCW 23B.08.010 — Washington Code / Title 23B / Chapter 08 / Section 010
RCW 23B.08.010: Requirement for and duties of board of directors.
Status: in_force

(1) Each corporation must have a board of directors, except that a corporation may dispense with or limit the authority of its board of directors by describing in its articles of incorporation, or in a shareholders' agreement authorized by RCW 23B.07.320 , who will perform some or all of the duties of the board of directors. (2) Subject to any limitation set forth in this title, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320 : (a) All corporate powers shall be exercised by or under the authority of the corporation's board of directors; and (b) The business and affairs of the corporation shall be managed under the direction of its board of directors, which shall have exclusive authority as to substantive decisions concerning management of the corporation's business.
RCW 23.100.0103 — Washington Code / Title 23 / Chapter 100 / Section 0103
RCW 23.100.0103: Nature of limited cooperative association.
Status: in_force

(1) A limited cooperative association organized under this chapter is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, which permits combining: (a) Ownership, financing, and receipt of benefits by the members for whose interests the association is formed; and (b) Separate investments in the association by members who may receive returns on their investments and a share of control. (2) The fact that a limited cooperative association does not have one or more of the characteristics described in subsection (1) of this section does not alone prevent the association from being formed under and governed by this chapter nor does it alone provide a basis for an action against the association.
RCW 23B.07.240 — Washington Code / Title 23B / Chapter 07 / Section 240
RCW 23B.07.240: Corporation's acceptance or rejection of votes, ballots, consents, waivers, or proxy appointments.
Status: in_force

(1) If the name executed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder. (2) If the name executed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: (a) The shareholder is an entity and the name executed purports to be that of an officer, partner, or agent of the entity; (b) The name executed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; (c) The name executed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (d) The name executed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to execute for the shareholder has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or (e) Two or more persons are the shareholder as cotenants or fiduciaries and the name executed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (3) The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the person authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of its execution. (4) Neither the corporation nor the person authorized to count votes, including an inspector of election under RCW 23B.07.035 , that accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 23B.07.220 (2) is liable in damages to the shareholder for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section, or RCW 23B.07.220 (2) is valid unless a court of competent jurisdiction determines otherwise.
RCW 23.95.420 — Washington Code / Title 23 / Chapter 95 / Section 420
RCW 23.95.420: Listing of commercial registered agent.
Status: in_force

(1) A person may become listed as a commercial registered agent by delivering to the secretary of state for filing a commercial-registered-agent listing statement executed by the person which states: (a) The name of the individual or the name of the entity, type of entity, and jurisdiction of formation of the entity; (b) That the person is in the business of serving as a commercial registered agent in this state; and (c) The address of a place of business of the person in this state to which service of process, notices, and demands being served on or sent to entities represented by the person may be delivered. (2) A commercial-registered-agent listing statement may include the information regarding acceptance by the agent of service of process, notices, and demands in a form other than a tangible medium as provided in RCW 23.95.450 (5). (3) If the name of a person delivering to the secretary of state for filing a commercial-registered-agent listing statement is not distinguishable on the records of the secretary of state from the name of another commercial registered agent listed under this section, the person shall adopt a fictitious name that is distinguishable and use that name in its statement and when it does business in this state as a commercial registered agent. (4) The secretary of state shall note the filing of a commercial-registered-agent listing statement in the records maintained by the secretary of state for each entity represented by the agent at the time of the filing. The statement has the effect of amending the registered agent filing for each of those entities to: (a) Designate the person becoming listed as a commercial registered agent as the commercial registered agent of each of those entities; and (b) Delete the name and address of the former agent from the registered agent filing of each of those entities.
RCW 23B.07.030 — Washington Code / Title 23B / Chapter 07 / Section 030
RCW 23B.07.030: Court-ordered meeting.
Status: in_force

(1) The superior court of the county in which the corporation's registered office is located may, after notice to the corporation, summarily order a meeting to be held: (a) On application of any shareholder of the corporation entitled to vote in the election of directors at an annual meeting, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting or approval of corporate action by shareholder consent in lieu of such a meeting; or (b) On application of a shareholder who executed a demand for a special meeting valid under RCW 23B.07.020 , if: (i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (ii) The special meeting was not held in accordance with the notice. (2) The court may, after notice to the corporation, fix the time and place of the meeting, determine the shares and shareholders entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the manner, form, and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for approval of those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.The secretary of state shall: (1) Keep a register of and attest the official acts of the governor; (2) Affix the state seal, with his or her attestation, to commissions, pardons, and other public instruments to which the signature of the governor is required, and also attestations and authentications of certificates and other documents properly issued by the secretary; (3) Record all articles of incorporation, deeds, or other papers filed in the secretary of state's office; (4) Receive and file all the official bonds of officers required to be filed with the secretary of state; (5) Take and file in the secretary of state's office receipts for all books distributed by him or her; (6) Certify to the legislature the election returns for all officers required by the Constitution to be so certified, and certify to the governor the names of all other persons who have received at any election the highest number of votes for any office the incumbent of which is to be commissioned by the governor; (7) Furnish, on demand, to any person paying the fees therefor, a certified copy of all or any part of any law, record, or other instrument filed, deposited, or recorded in the secretary of state's office; (8) Present to the speaker of the house of representatives, at the beginning of each regular session of the legislature during an odd-numbered year, a full account of all purchases made and expenses incurred by the secretary of state on account of the state; (9) File in his or her office an impression of each and every seal in use by any state officer; (10) Keep a record of all fees charged or received by the secretary of state.
RCW 23.86.010 — Washington Code / Title 23 / Chapter 86 / Section 010
RCW 23.86.010: Cooperative associations—Who may organize.
Status: in_force

Any number of persons may associate themselves together as a cooperative association, society, company or exchange, with or without capital stock, for the transaction of any lawful business on the cooperative plan. For the purposes of this chapter the words "association," "company," "exchange," "society" or "union" shall be construed the same.
RCW 23B.07.040 — Washington Code / Title 23B / Chapter 07 / Section 040
RCW 23B.07.040: Corporate action without a meeting or a vote.
Status: in_force

(1)(a) Corporate action required or permitted by this title to be approved by a shareholder vote at a meeting may be approved without a meeting or a vote if either: (i) The corporate action is approved by all shareholders entitled to vote on the corporate action; or (ii) The corporate action is approved by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes that would be necessary to approve such corporate action at a meeting at which all shares entitled to vote on the corporate action were present and voted, and at the time the corporate action is approved the corporation is authorized to approve such corporate action under this subsection (1)(a)(ii) by a general or limited authorization contained in its articles of incorporation, except that if a corporation's articles of incorporation authorize shareholders to cumulate their votes when electing directors pursuant to RCW 23B.07.280 , shareholders may not elect directors by less than unanimous written consent. (b) Corporate action may be approved by shareholders without a meeting or a vote if the approval is evidenced by one or more written consents: (i) Executed by shareholders holding of record or otherwise entitled to vote in the aggregate not less than the minimum number of votes necessary under (a)(i) or (ii) of this subsection; (ii) Indicating the date of execution, which date must be on or after the applicable record date determined in accordance with subsection (2) of this section; (iii) Describing the corporate action being approved; and (iv) Delivered to the corporation for filing by the corporation with the minutes or corporate records in accordance with subsection (4) of this section. When delivered to each shareholder for execution, the consent must include or be accompanied by the same material that would have been required by this title to be delivered to shareholders in or accompanying a notice of meeting at which the proposed corporate action would have been submitted for shareholder approval. A shareholder may withdraw an executed shareholder consent by delivering a written notice of withdrawal to the corporation prior to the time when shareholder consents sufficient to approve the corporate action have been delivered to the corporation. (c) A written consent in the form of an electronic transmission will be deemed to have been executed by a shareholder if it indicates that shareholder's present intent to approve the corporate action and contains or is accompanied by information from which the corporation can determine that the electronic transmission was transmitted by the shareholder and the date on which the shareholder transmitted the electronic transmission. (2) The record date for determining shareholders entitled to approve a corporate action without a meeting may be fixed under RCW 23B.07.030 or 23B.07.070 , but if not so fixed shall be the date of execution indicated on the earliest dated shareholder consent executed under subsection (1) of this section, even though such shareholder consent may not have been delivered to the corporation on that date. (3)(a) Notice that shareholder consents are being sought under subsection (1)(a) of this section must be given, by the corporation or by another person soliciting such consents, on or promptly after the record date, to all shareholders entitled to vote on the record date who have not yet executed the shareholder consent and, if this title would otherwise require that notice of a meeting of shareholders to consider the proposed corporate action be given to nonvoting shareholders, to all nonvoting shareholders as of the record date. Notice given under this subsection (3)(a) must include or be accompanied by the same information required to be included in or to accompany the shareholder consent under subsection (1)(b)(iii) and (iv) of this sectionThe secretary of state is charged with the custody: (1) Of all acts and resolutions passed by the legislature; (2) Of the journals of the legislature; (3) Of the seal of the state; (4) Of all books, records, deeds, parchments, maps, and papers required to be kept on deposit in his or her office pursuant to law; (5) Of the enrolled copy of the Constitution.se require that notice of a meeting of shareholders to consider the proposed corporate action be given to nonvoting shareholders, to all nonvoting shareholders as of the record date. Notice given under this subsection (3)(a) must include or be accompanied by the same information required to be included in or to accompany the shareholder consent under subsection (1)(b)(iii) and (iv) of this section. (b) Notice that sufficient written consents have been executed to approve the proposed corporate action under either of subsection (1)(a)(i) or (ii) of this section must be given by the corporation, promptly after delivery to the corporation of written consents sufficient to approve the corporate action in accordance with subsection (4) of this section, to all shareholders entitled to vote on the record date and, if this title would otherwise require that notice of a meeting of shareholders to consider the proposed corporate action be given to nonvoting shareholders, to all nonvoting shareholders as of the record date. (4) Unless the consent executed by shareholders specifies a later time as the time at which the approval of the corporate action is to be effective, shareholder approval obtained under this section is effective when: (a) Executed shareholder consents sufficient to approve the proposed corporate action have been delivered to the corporation in any manner authorized by RCW 23B.01.410 ; and (b) Any period of advance notice required by the corporation's articles of incorporation to be given to any nonconsenting shareholders has been satisfied. No written consent is effective to approve a proposed corporate action unless, within sixty days after the earliest date on which a consent delivered to the corporation as required by this section was executed, written consents executed by a sufficient number of shareholders to approve the corporate action are delivered to the corporation. (5) Approval of corporate action by written consents under this section has the effect of a meeting vote and may be described as such in any document, except that, if the corporate action requires the filing of a certificate under any other section of this title, the certificate so filed shall state, in lieu of any statement required by that section concerning any vote of shareholders, that shareholder approval has been obtained in accordance with this section and that notice to any nonconsenting shareholders has been given to the extent required by this section. (6) The notice requirements in subsection (3)(a) and (b) of this section will not delay the effectiveness of approval of corporate action by written consents, and failure to comply with those notice requirements will not invalidate approval of corporate action by written consents; except that this subsection is not intended to limit judicial power to fashion any appropriate remedy in favor of a shareholder adversely affected by a failure to give such notice in accordance with those subsections.
RCW 23.95.255 — Washington Code / Title 23 / Chapter 95 / Section 255
RCW 23.95.255: Initial or annual report for secretary of state.
Status: in_force

*** CHANGE IN 2026 *** (SEE 2248-S.SL ) ***

(1) A domestic entity other than a limited liability partnership or nonprofit corporation shall, within one hundred twenty days of the date on which its public organic record became effective, deliver to the secretary of state for filing an initial report that states the information required under subsection (2) of this section. (2) A domestic entity or registered foreign entity shall deliver to the secretary of state for filing an annual report that states: (a) The name of the entity and its jurisdiction of formation; (b) The name and street and mailing addresses of the entity's registered agent in this state; (c) The street and mailing addresses of the entity's principal office; (d) In the case of a registered foreign entity, the street and mailing address of the entity's principal office in the state or country under the laws of which it is incorporated; (e) The names of the entity's governors; (f) A brief description of the nature of the entity's business; (g) The entity's unified business identifier number; (h) In the case of a nonprofit corporation, the corporation's federal employer identification number; and (i) In the case of a nonprofit corporation, any information required under RCW 24.03A.075 . (3) Information in an initial or annual report must be current as of the date the report is executed by the entity. (4) Annual reports must be delivered to the secretary of state on a date determined by the secretary of state and at such additional times as the entity elects. (5) If an initial or annual report does not contain the information required by this section, the secretary of state promptly shall notify the reporting entity in a record and return the report for correction. (6) If an initial or annual report contains the name or address of a registered agent that differs from the information shown in the records of the secretary of state immediately before the annual report becomes effective, the differing information in the initial or annual report is considered a statement of change under RCW 23.95.430 . (7) The secretary of state shall send to each domestic entity and registered foreign entity, not less than thirty or more than ninety days prior to the expiration date of the entity's annual renewal, a notice that the entity's annual report must be filed as required by this chapter and that any applicable annual renewal fee must be paid, and stating that if the entity fails to file its annual report or pay the annual renewal fee it will be administratively dissolved. The notice may be sent by postal or email as elected by the entity, addressed to its registered agent within the state, or to an electronic address designated by the entity in a record retained by the secretary of state. Failure of the secretary of state to provide any such notice does not relieve a domestic entity or registered foreign entity from its obligations to file the annual report required by this chapter or to pay any applicable annual renewal fee. The option to receive the notice provided under this section by email may be selected only when the secretary of state makes the option available.
RCW 23B.07.300 — Washington Code / Title 23B / Chapter 07 / Section 300
RCW 23B.07.300: Voting trusts.
Status: in_force

(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by executing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is executed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each voting trust beneficial owner transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office. (2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. (3) Limits, if any, on the duration of a voting trust are to be as set forth in the voting trust agreement. A voting trust that became effective when this section limited the term of a voting trust to ten years will remain governed by the provisions of this section then in effect relating to the duration of voting trusts, unless the voting trust agreement is amended to provide otherwise by unanimous agreement of the parties to that agreement.The secretary of state shall establish a division of elections within the office of the secretary of state and under the secretary's supervision. The division shall be under the immediate supervision of a director of elections who shall be appointed by the secretary of state and serve at the secretary's pleasure.
RCW 23B.08.070 — Washington Code / Title 23B / Chapter 08 / Section 070
RCW 23B.08.070: Resignation of directors.
Status: in_force

(1) A director may resign at any time by delivering a written notice of resignation to the board of directors, its chairperson, the president, or the secretary of the corporation. (2) A resignation is effective as provided in RCW 23B.01.410 (9) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
RCW 23.100.0202 — Washington Code / Title 23 / Chapter 100 / Section 0202
RCW 23.100.0202: Organization of limited cooperative association.
Status: in_force

(1) After a limited cooperative association is formed: (a) If initial directors are named in the articles of organization, the initial directors shall hold an organizational meeting to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association; or (b) If initial directors are not named in the articles of organization, the organizers shall designate the initial directors and call a meeting of the initial directors to adopt initial bylaws and carry on any other business necessary or proper to complete the organization of the association. (2) Unless the articles of organization otherwise provide, the initial directors may cause the limited cooperative association to accept members, including those necessary for the association to begin business. (3) Initial directors need not be members. (4) An initial director serves until a successor is elected and qualified at a members meeting or the director is removed, resigns, is adjudged incompetent, or dies.
RCW 23.86.007 — Washington Code / Title 23 / Chapter 86 / Section 007
RCW 23.86.007: Definitions.
Status: in_force

Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter. (1) "Association" means any corporation subject to this chapter. (2) "Member" or "members" includes a member or members of an association subject to this chapter without capital stock and a shareholder or shareholders of voting common stock in an association subject to this chapter with capital stock. (3) "Articles of incorporation" means the original or restated articles of incorporation, articles of consolidation, or articles of association and all amendments including articles of merger. Corporations incorporated under this chapter with articles of association shall not be required to amend the title or references to the term "articles of association." (4) "Director," "directors," or "board of directors" includes "trustee," "trustees," or "board of trustees" respectively. Corporations incorporated under this chapter with references in their articles of association or bylaws to "trustee," "trustees," or "board of trustees" shall not be required to amend the references. (5) "Agricultural association" means an association that engages in any activity in connection with the marketing or selling of the agricultural products of its members, or with the harvesting, preserving, drying, processing, canning, packing, storing, handling, shipping, or utilization thereof, or the manufacturing or marketing of the by-products thereof; or in connection with the manufacturing, selling, or supplying to its members of machinery, equipment, or supplies, or in the financing of these activities. In the application of the definition of agricultural association, "agricultural products" includes horticultural, viticultural, forestry, dairy, livestock, poultry, bee, and farm products.
RCW 23.90.030 — Washington Code / Title 23 / Chapter 90 / Section 030
RCW 23.90.030: Form of association authorized.
Status: in_force

A Massachusetts trust is permitted as a recognized form of association for the conduct of business within the state of Washington.
RCW 23B.16.200 — Washington Code / Title 23B / Chapter 16 / Section 200
RCW 23B.16.200: Financial statements for shareholders.
Status: in_force

(1) Not later than four months after the close of each fiscal year, and in any event prior to the annual meeting of shareholders, each corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and (b) an income statement showing the results of its operation during its fiscal year. Such statements may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate. If financial statements are prepared by the corporation for any purpose on the basis of generally accepted accounting principles, the annual statements must also be prepared, and disclose that they are prepared, on that basis. If financial statements are prepared only on a basis other than generally accepted accounting principles, they must be prepared, and disclose that they are prepared, on the same basis as other reports and statements prepared by the corporation for the use of others. (2) Upon the written request of a shareholder, the corporation shall promptly deliver to the requesting shareholder a copy of the most recent balance sheet and income statement. If prepared for other purposes, the corporation shall also deliver to a requesting shareholder upon the written request of that shareholder a statement of sources and applications of funds, and a statement of changes in shareholders' equity, for the most recent fiscal year. (3) If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records: (a) Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the basis used for statements prepared for the preceding year. (4) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.
RCW 23B.14.010 — Washington Code / Title 23B / Chapter 14 / Section 010
RCW 23B.14.010: Dissolution by initial directors, incorporators, or board of directors.
Status: in_force

(1) A majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, a majority of the incorporators, of a corporation that has not issued shares may approve dissolution of the corporation. (2) Unless prohibited by the articles of incorporation, a majority of the board of directors may approve dissolution of the corporation without approval by the shareholders, upon a finding by the board of directors that: (a) The corporation is not able to pay its liabilities as they become due in the usual course of business, or the corporation's assets are less than the sum of its total liabilities; and (b) Ten or more days have elapsed since the corporation gave notice to all shareholders, whether or not they would otherwise be entitled to vote under RCW 23B.14.020 , of the intent of the board of directors to approve dissolution under this subsection.
RCW 23B.06.210 — Washington Code / Title 23B / Chapter 06 / Section 210
RCW 23B.06.210: Issuance of shares.
Status: reserved

(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) Any issuance of shares must be approved by the board of directors. Shares may be issued: (a) For consideration determined by the board of directors from time to time consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation; or (b) As a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class or series, or conversion of outstanding shares into shares of another class or series. (3) A good faith determination by the board of directors that the consideration received or to be received for the shares to be issued is adequate is conclusive insofar as the adequacy of consideration relates to whether the shares are validly issued, fully paid and nonassessable. When the board of directors has made such a determination and the corporation has received the consideration, the shares issued therefor are fully paid and nonassessable. Shares issued as a share dividend or upon a stock split, reclassification of outstanding shares into shares of another class or series, or conversion of outstanding shares into shares of another class or series are fully paid and nonassessable. (4) The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect to the shares against their purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part. (5) Where it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.
RCW 23B.01.520 — Washington Code / Title 23B / Chapter 01 / Section 520
RCW 23B.01.520: Domestic corporations—Filing, initial, and annual license fees.
Status: in_force

For the privilege of doing business, every domestic corporation, except one for which existing law provides a different fee schedule, shall pay a fee for the filing of its articles of incorporation and its first year's license, and an annual license fee for each year following incorporation on or before the expiration of its corporate license, in an amount established by the secretary of state under RCW 23.95.260 .
RCW 23B.11A.045 — Washington Code / Title 23B / Chapter 11A / Section 045
RCW 23B.11A.045: Without approval of plan of merger or share exchange—Tender offer—Definitions.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders of a plan of merger or share exchange is not required if: (a) The plan of merger or share exchange expressly (i) permits or requires the merger or share exchange to be effected under this section, and (ii) provides that, if the merger or share exchange is to be effected under this section, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirements of (f) of this subsection; (b) Another party to the merger, the acquiring entity in the share exchange, or a parent of another party to the merger or the acquiring entity in the share exchange, makes an offer to purchase, on the terms stated in the plan of merger or share exchange, any and all of the outstanding shares of the corporation that, absent this section, would be entitled to vote on the plan of merger or share exchange, except that the offer may exclude shares of the corporation that are owned at the commencement of the offer by the corporation, the offeror, or any parent of the offeror, or by any wholly owned subsidiary of any of the foregoing; (c) The offer discloses that the plan of merger or share exchange provides that the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirements of (f) of this subsection and that the shares of the corporation that are not tendered in response to the offer will be treated as provided in (h) of this subsection; (d) The offer remains open for at least 10 days; (e) The offeror purchases all shares properly tendered in response to the offer and not properly withdrawn; (f) The (i) shares purchased by the offeror in accordance with the offer; (ii) shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and (iii) shares subject to an agreement that they are to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for shares or interests in that offeror, parent, or subsidiary, are collectively entitled to cast at least the minimum number of votes on the merger or share exchange that, absent this section, would be required by this chapter and the articles of incorporation for the approval of the merger or share exchange by the shareholders and by any other voting group entitled to vote on the merger or share exchange at a meeting at which all shares entitled to vote on the merger or share exchange were present and voted; (g) The offeror or a wholly owned subsidiary of the offeror merges with or into, or effects a share exchange in which it acquires shares of, the corporation; and (h) Each outstanding share of each class or series of shares of the corporation that the offeror is offering to purchase in accordance with the offer, and which is not purchased in accordance with the offer, is to be converted in the merger into, or into the right to receive, or is to be exchanged in the share exchange for, or for the right to receive, the same amount and kind of securities, interests, obligations, rights, cash, or other property to be paid or exchanged in accordance with the offer for each share of that class or series of shares that is tendered in response to the offer, except that shares of the corporation that are owned by the corporation or that are described in (f)(ii) or (iii) of this subsection need not be converted into or exchanged for the consideration described in this subsection. (2) As used in this section: (a) "Offer" means the offer referred to in subsection (1)(b) of this section. (b) "Offeror" means the person making the offer. (c) "Parent" of an entity means a person that owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares of or interests in that entity. (d) Shares tendered in response to the offer will be deemed to have been "purchased" in accordance with the offer at the earliest time as of which: (i) The offeror has irrevocably accepted those shares for payment; and (ii) Either: (A) In the case of shares represented by certificates, the offeror, or the offeror's designated depository or other agent, has physically received the certificates representing those shares; or (B) in the case of shares without certificates, those shares have been transferred into the account of the offeror or its designated depository or other agent, or an agent's message relating to those shares has been received by the offeror or its designated depository or other agent. (e) "Wholly owned subsidiary" of a person means an entity of or in which that person owns, directly or indirectly, through one or more wholly owned subsidiaries, all of the outstanding shares or interests.
RCW 23B.14.065 — Washington Code / Title 23B / Chapter 14 / Section 065
RCW 23B.14.065: Form and adequacy of satisfaction of claims—Application to and determination by court.
Status: in_force

(1) A dissolved corporation that has published notice of its dissolution in accordance with RCW 23B.14.030 (3) may file an application, with the superior court of the county where its principal office or, if none in this state, its registered office is located, for a determination of: (a) The amount and form of reasonable provision to be made for the satisfaction of any one or more claims or liabilities, known or unknown, arising in tort or by contract, statute or otherwise, matured or unmatured, contingent or conditional, that have arisen or are reasonably likely to arise prior to expiration of the survival period specified in RCW 23B.14.340 ; or (b) Whether the provision made or proposed to be made by the board of directors for the satisfaction of any one or more claims or liabilities is reasonable. Any determination under this subsection is conclusive for purposes of determining the legality of any subsequent distributions under RCW 23B.06.400 and 23B.14.050 (3). (2) Within ten days after filing the application, the dissolved corporation shall give written notice of the judicial proceeding to each person to whom written notice has been given pursuant to RCW 23B.14.060 and each other person whose claim or potential claim, identity, and mailing address are known to the dissolved corporation. However, written notice of the judicial proceeding need not be given to any person whose claim or potential claim is not sought to be determined under the application filed by the dissolved corporation. (3) The superior court may appoint a guardian ad litem to represent all persons whose claims or potential claims are sought to be determined in the judicial proceeding but whose identities or mailing addresses are not known to the dissolved corporation. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved corporation. (4) Provision by the dissolved corporation for satisfaction of claims or potential claims in the amount and form ordered by the superior court shall satisfy the dissolved corporation's obligations with respect to those claims or potential claims, and any further or greater claims based on the same facts, dealings, or contract shall be barred.
RCW 23B.07.220 — Washington Code / Title 23B / Chapter 07 / Section 220
RCW 23B.07.220: Proxies.
Status: in_force

(1) A shareholder may vote the shareholder's shares in person or by proxy. (2) A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by executing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact. (3) An appointment of a proxy is effective when an executed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for the term provided in the appointment form or electronic transmission, and, if no term is provided, is valid for eleven months unless the appointment is irrevocable under subsection (4) of this section. (4) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of: (a) A pledgee; (b) A person who purchased or agreed to purchase the shares; (c) A creditor of the corporation who extended it credit under terms requiring the appointment; (d) An employee of the corporation whose employment contract requires the appointment; or (e) A party to a voting agreement created under RCW 23B.07.310 . (5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the officer or agent of the corporation authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment. (6) An appointment made irrevocable under subsection (4) of this section is revoked when the interest with which it is coupled is extinguished. (7) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates. (8) Subject to RCW 23B.07.240 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.
RCW 23.95.450 — Washington Code / Title 23 / Chapter 95 / Section 450
RCW 23.95.450: Service of process, notice, or demand on entity.
Status: in_force

(1) A represented entity may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (2) If a represented entity ceases to have a registered agent, or if its registered agent cannot with reasonable diligence be served, the entity may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the entity at the entity's principal office. The address of the principal office must be as shown in the entity's most recent annual report filed by the secretary of state. Service is effected under this subsection on the earliest of: (a) The date the entity receives the mail or delivery by the commercial delivery service; (b) The date shown on the return receipt, if executed by the entity; or (c) Five days after its deposit with the United States postal service or commercial delivery service, if correctly addressed and with sufficient postage or payment. (3) If process, notice, or demand cannot be served on an entity pursuant to subsection (1) or (2) of this section, service may be made by handing a copy to the individual in charge of any regular place of business or activity of the entity if the individual served is not a plaintiff in the action. (4) The secretary of state shall be an agent of the entity for service of process if process, notice, or demand cannot be served on an entity pursuant to subsection (1), (2), or (3) of this section. (5) Service of process, notice, or demand on a registered agent must be in a tangible medium, but service may be made on a commercial registered agent in other forms, and subject to such requirements, as the agent has stated in its listing under RCW 23.95.420 that it will accept. (6) Service of process, notice, or demand may be made by other means under law other than this chapter.
RCW 23.95.525 — Washington Code / Title 23 / Chapter 95 / Section 525
RCW 23.95.525: Noncomplying name of foreign entity.
Status: in_force

(1) A foreign entity whose name does not comply with RCW 23.95.300 for an entity of its type may not register to do business in this state until it adopts, for the purpose of doing business in this state, an alternate name that complies with RCW 23.95.300 . A registered foreign entity that registers under an alternate name under this subsection need not comply with chapter 19.80 RCW. After registering to do business in this state with an alternate name, a registered foreign entity shall do business in this state under: (a) The alternate name; (b) Its entity name, with the addition of its jurisdiction of formation clearly identified; or (c) An assumed or fictitious name the entity is authorized to use under chapter 19.80 RCW. (2) If a registered foreign entity changes its name to one that does not comply with RCW 23.95.300 , it may not do business in this state until it complies with subsection (1) of this section by amending its foreign registration statement to adopt an alternate name that complies with RCW 23.95.300 .
RCW 23.86.105 — Washington Code / Title 23 / Chapter 86 / Section 105
RCW 23.86.105: Member liability—Termination.
Status: in_force

(1) Except for debts lawfully contracted between a member and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or subscription to capital stock. (2) Membership may be terminated under provisions, rules, or regulations prescribed in the articles of incorporation or bylaws. In the absence thereof, the board of directors may prescribe such provisions, rules, and regulations.
RCW 23.100.1319 — Washington Code / Title 23 / Chapter 100 / Section 1319
RCW 23.100.1319: Alternative means of approval of conversion or merger.
Status: in_force

Except as otherwise provided in the organic law or organic rules of a domestic cooperative association, approval of a conversion or merger under this subchapter by the affirmative vote or consent of all its interest holders satisfies the requirements of this subchapter for approval of the conversion or merger.
RCW 23B.06.400 — Washington Code / Title 23B / Chapter 06 / Section 400
RCW 23B.06.400: Distributions to shareholders.
Status: in_force

(1) A board of directors may approve and the corporation may make distributions to its shareholders subject to restriction by the articles of incorporation and the limitation in subsection (3) of this section. (2) The board of directors may fix the record date for determining shareholders entitled to a distribution, which date may not precede the date on which the resolution fixing the record date is approved by the board of directors. If the board of directors does not fix a record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, the record date is the date the board of directors authorizes the distribution. (3) No distribution may be made if, after giving it effect: (a) The corporation would not be able to pay its liabilities as they become due in the usual course of business; or (b) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution. (4) For purposes of determinations under subsection (3) of this section: (a) The board of directors may base a determination that a distribution is not prohibited under subsection (3) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances; and (b) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. (5) The effect of a distribution under subsection (3) of this section is measured: (a) In the case of a distribution of indebtedness, the terms of which provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made; or (b) In the case of any other distribution: (i) If the distribution is by purchase, redemption, or other acquisition of the corporation's shares, the effect of the distribution is measured as of the earlier of the date any money or other property is transferred or debt incurred by the corporation, or the date the shareholder ceases to be a shareholder with respect to the acquired shares; (ii) If the distribution is of indebtedness other than that described in (a) and (b)(i) of this subsection, the effect of the distribution is measured as of the date the indebtedness is distributed; and (iii) In all other cases, the effect of the distribution is measured as of the date the distribution is approved if payment occurs within one hundred twenty days after the date of approval, or the date the payment is made if it occurs more than one hundred twenty days after the date of approval. (6) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent provided otherwise by agreement. (7) In circumstances to which this section and related sections of this title are applicable, such provisions supersede the applicability of any other statutes of this state with respect to the legality of distributions. (8) A transfer of the assets of a dissolved corporation to a trust or other successor entity of the type described in RCW 23B.14.030 (4) constitutes a distribution subject to subsection (3) of this section only when and to the extent that the trust or successor entity distributes assets to shareholders.
RCW 43.07.010 — Washington Code / Title 23B / Chapter 07 / Section 010
RCW 43.07.010: Official bond.
Status: in_force

The secretary of state must execute an official bond to the state in the sum of ten thousand dollars, conditioned for the faithful performance of the duties of his or her office, and shall receive no pay until such bond, approved by the governor, is filed with the state auditor.(1) Except as provided in subsections (2) and (6) of this section, a corporation shall hold a meeting of shareholders annually for the election of directors at a time stated in or fixed in accordance with the bylaws. (2)(a) If the articles of incorporation or the bylaws of a corporation registered as an investment company under the investment company act of 1940 so provide, the corporation is not required to hold an annual meeting of shareholders in any year in which the election of directors is not required by the investment company act of 1940. (b) If a corporation is required under (a) of this subsection to hold an annual meeting of shareholders to elect directors, the meeting shall be held no later than one hundred twenty days after the occurrence of the event requiring the meeting. (3) Subject to subsection (4) of this section: (a) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws; and (b) If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office. (4) Unless the articles of incorporation or bylaws provide otherwise, if the board of directors or another person is authorized in the bylaws to determine the place of annual meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that an annual meeting will not involve a physical assembly of shareholders at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with RCW 23B.07.080 . (5) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action. (6) Shareholders may elect directors by written consent as permitted by RCW 23B.07.040 in lieu of holding an annual meeting.
RCW 23B.25.030 — Washington Code / Title 23B / Chapter 25 / Section 030
RCW 23B.25.030: Specific social purposes.
Status: in_force

In addition to the general social purpose set forth in RCW 23B.25.020 , every corporation governed by this chapter may have one or more specific social purposes for which the corporation is organized.
RCW 23B.01.280 — Washington Code / Title 23B / Chapter 01 / Section 280
RCW 23B.01.280: Certificate of existence or registration.
Status: in_force

Any person may apply to the secretary of state under RCW 23.95.235 to furnish a certificate of existence for a domestic corporation or a certificate of registration for a foreign corporation.
RCW 23.95.555 — Washington Code / Title 23 / Chapter 95 / Section 555
RCW 23.95.555: Action by attorney general.
Status: in_force

The attorney general may maintain an action to enjoin a foreign entity from doing business in this state in violation of this chapter.
RCW 23B.02.070 — Washington Code / Title 23B / Chapter 02 / Section 070
RCW 23B.02.070: Emergency bylaws.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws: (a) Binds the corporation; and (b) May not be used to impose liability on a corporate director, officer, employee, or agent. (4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
RCW 23.100.0405 — Washington Code / Title 23 / Chapter 100 / Section 0405
RCW 23.100.0405: Right of members and dissociated members to information.
Status: in_force

(1) On at least ten business days' demand made in a record received by a limited cooperative association, a member may inspect and copy during regular business hours, at the principal office or a reasonable location specified by the limited cooperative association, required information listed in RCW 23.100.0110 (1) (a) through (h). A member need not have any particular purpose for seeking the information. The association is not required to provide the same information listed in RCW 23.100.0110 (1) (a) through (h) to the same member more than once during a six-month period. (2) Subject to subsection (3) of this section, on at least ten business days' demand made in a record received by a limited cooperative association, a member may inspect and copy during regular business hours, at the principal office or a reasonable location specified by the limited cooperative association, required information listed in RCW 23.100.0110 (1) (i), (j), (l), (m), (p), and (r), if: (a) The member seeks the information in good faith and for a proper purpose reasonably related to the member's interest; (b) The demand includes a description with reasonable particularity of the information sought and the purpose for seeking the information; (c) The information sought is directly connected to the member's purpose; and (d) The demand is reasonable. (3) Not later than ten business days after receipt of a demand pursuant to subsection (2) of this section, a limited cooperative association shall provide, in a record, the following information to the member that made the demand: (a) If the association agrees to provide the demanded information: (i) What information the association will provide in response to the demand; and (ii) A reasonable time and place at which the association will provide the information; or (b) If the association declines to provide some or all of the demanded information, the association's reasons for declining. (4) On at least ten business days' demand made in a record received by a limited cooperative association, a dissociated member may have access to information to which the person was entitled while a member if the information pertains to the period during which the person was a member, the person seeks the information in good faith, and the person satisfies the requirements imposed on a member by subsection (2) of this section. The association shall respond to a demand made pursuant to this subsection in the manner provided in subsection (3) of this section. (5) Not later than ten business days after receipt by a limited cooperative association of a demand made by a member in a record, but not more often than once in a six-month period, the association shall deliver to the member a record stating the information with respect to the member required by RCW 23.100.0110 (1)(q). (6) In addition to any restriction or condition stated in its organic rules, a limited cooperative association, as a matter within the ordinary course of its activities and affairs, may impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient. In a dispute concerning the reasonableness of a restriction under this subsection, the association has the burden of proving reasonableness. (7) A limited cooperative association may charge a person that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (8) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the organic rules or under subsection (7) of this section applies both to the agent or legal representative and the member or dissociated member. (9) The rights stated in this section do not extend to a person as transferee. (10) The organic rules may require a limited cooperative association to provide more information than required by this section and may establish conditions and procedures for providing the information.
RCW 23.100.0601 — Washington Code / Title 23 / Chapter 100 / Section 0601
RCW 23.100.0601: Board of directors.
Status: in_force

(1) A limited cooperative association must have a board of directors of at least three individuals, unless the association has fewer than three members. If the association has fewer than three members, the number of directors may not be fewer than the number of members. (2) The affairs of a limited cooperative association must be managed by, or under the direction of, the board of directors. The board may adopt policies and procedures that do not conflict with the organic rules or this chapter. (3) An individual is not an agent for a limited cooperative association solely by being a director.
RCW 23.100.0606 — Washington Code / Title 23 / Chapter 100 / Section 0606
RCW 23.100.0606: Resignation of director.
Status: in_force

A director may resign at any time by giving notice in a record to the limited cooperative association. Unless the notice states a later effective date, a resignation is effective when the notice is received by the association.
RCW 23.100.0412 — Washington Code / Title 23 / Chapter 100 / Section 0412
RCW 23.100.0412: Allocation of voting power of patron members.
Status: in_force

(1) The organic rules may allocate voting power among patron members on the basis of one or a combination of the following: (a) One member, one vote; (b) Use or patronage; or (c) If a patron member is a cooperative, the number of its patron members. (2) The organic rules may provide for the allocation of patron member voting power by districts or class, or any combination thereof.
RCW 23B.19.030 — Washington Code / Title 23B / Chapter 19 / Section 030
RCW 23B.19.030: Transaction excluded from chapter—Inadvertent acquisition.
Status: in_force

This chapter does not apply to a significant business transaction of a target corporation with an acquiring person of the target corporation which became an acquiring person inadvertently, if the acquiring person (1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the target corporation so that it no longer is the beneficial owner, directly or indirectly, of voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation, and (2) would not at any time within the five-year period preceding the announcement date of the significant business transaction have been an acquiring person but for the inadvertent acquisition.
RCW 23.100.0201 — Washington Code / Title 23 / Chapter 100 / Section 0201
RCW 23.100.0201: Formation of limited cooperative association—Articles of organization.
Status: in_force

(1) One or more persons may act as organizers to form a limited cooperative association by delivering to the secretary of state for filing articles of organization. (2) The articles of organization must state: (a) The name of the limited cooperative association, which must comply with RCW 23.95.300 and 23.95.305 (5); (b) The purposes for which the association is formed; (c) The street and mailing addresses in this state of the initial registered agent; (d) The street and mailing addresses of the initial principal office; (e) The name and street and mailing addresses of each organizer; and (f) The term for which the association is to exist if other than perpetual. (3) Subject to RCW 23.100.0109 , articles of organization may contain any other provisions in addition to those required by subsection (1) of this section. (4) A limited cooperative association is formed after articles of organization that substantially comply with subsection (1) of this section are delivered to the secretary of state, are filed, and become effective under RCW 23.95.210 .
RCW 23B.07.070 — Washington Code / Title 23B / Chapter 07 / Section 070
RCW 23B.07.070: Record date.
Status: in_force

(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to approve any other corporate action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix the record date, which date may not precede the date on which the resolution fixing the record date is approved. (2) If not otherwise fixed under subsection (1) of this section or RCW 23B.07.030 , the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders. (3) A record date fixed under this section may not be more than seventy days before the meeting of shareholders or more than ten days prior to the date on which the first shareholder consent is executed under RCW 23B.07.040 (1)(b). (4) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting. (5) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
RCW 23B.18.030 — Washington Code / Title 23B / Chapter 18 / Section 030
RCW 23B.18.030: Transacting business.
Status: in_force

The activities authorized by RCW 23B.18.010 and 23B.18.020 by such nonadmitted organizations shall not constitute "transacting business" within the meaning of chapter 23B.15 RCW or Article 5 of chapter 23.95 RCW.
RCW 23B.07.020 — Washington Code / Title 23B / Chapter 07 / Section 020
RCW 23B.07.020: Special meeting.
Status: in_force

(1) A corporation shall hold a special meeting of shareholders: (a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (b) Except as set forth in subsections (2) and (3) of this section, if shareholders holding at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting execute, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held. (2) The right of shareholders of a public company to call a special meeting may be limited or denied to the extent provided in the articles of incorporation. (3) If the corporation is other than a public company, the articles of incorporation or bylaws may require the demand specified in subsection (1)(b) of this section be made by a greater percentage, not in excess of twenty-five percent, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting. (4) If not otherwise fixed under RCW 23B.07.030 or 23B.07.070 , the record date for determining shareholders entitled to demand a special meeting is the first date on which an executed shareholder demand is delivered to the corporation. No written demand for a special meeting will be effective unless, within 60 days after the earliest date on which a demand delivered to the corporation as required by this section was executed, written demands executed by shareholders holding at least the percentage of votes specified in subsection (1)(b) of this section or, if applicable, fixed in accordance with subsection (2) or (3) of this section, have been delivered to the corporation. (5) Subject to subsection (6) of this section: (a) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws; and (b) If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office. (6) Unless the articles of incorporation or bylaws provide otherwise, if the board of directors or another person is authorized in the bylaws to determine the place of special meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that a special meeting will not involve a physical assembly of shareholders at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with RCW 23B.07.080 . (7) Only business within the purpose or purposes described in the meeting notice required by RCW 23B.07.050 (3) may be conducted at a special shareholders' meeting.The secretary of state may have one assistant secretary of state, one deputy secretary of state, and one chief of staff each of whom shall have signing authority and be appointed by the secretary in writing, and continue serving at the pleasure of the secretary. The assistant secretary of state, deputy secretary of state, and chief of staff shall have the power to perform any act or duty relating to the secretary of state's office, that the secretary of state has, and the secretary of state shall be responsible for the acts of said assistant, deputy, and chief of staff.
RCW 23B.01.200 — Washington Code / Title 23B / Chapter 01 / Section 200
RCW 23B.01.200: Filing requirements.
Status: in_force

(1) A document required or permitted by this title to be filed in the office of the secretary of state must satisfy the requirements of Article 2 of chapter 23.95 RCW, this section, and any other section that adds to or varies from these requirements, to be entitled to filing by the secretary of state. (2) Unless otherwise indicated in this title, all documents delivered to the secretary of state for filing must be executed: (a) By the chairperson of the board of directors of a domestic or foreign corporation, by its president, or by another of its officers; (b) If directors have not been selected or the corporation has not been formed, by an incorporator; or (c) If the corporation is in the hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (3) Whenever a provision of this title permits any of the terms of a plan or a filed document to be dependent on facts objectively ascertainable outside the plan or filed document, the following provisions apply: (a) The manner in which the facts will operate upon the terms of the plan or filed document must be included in the plan or filed document. (b) The facts may include: (i) Any of the following that is available in a nationally recognized news or information medium, either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (ii) A determination or action by any person or body, including the corporation, its board of directors, an officer, an employee, or an agent of the corporation, or any other party to a plan or filed document; or (iii) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document. (c) As used in this subsection (3): (i) "Filed document" means a document filed by the secretary of state under any provision of this title, except chapter 23B.15 RCW or RCW 23.95.255 with respect to business corporations. (ii) "Plan" means a plan of conversion, merger, or share exchange. (d) The following provisions of a plan or filed document may not be made dependent on facts outside the plan or filed document: (i) The name and address of any person required in a filed document; (ii) The registered agent of any entity required in a filed document; (iii) The duration of the corporation's existence, if less than perpetual; (iv) The number of authorized shares and designation of each class or series of shares; (v) The effective date of a filed document; and (vi) Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given. (e) If a provision of a filed document is made dependent on a fact ascertainable outside of the filed document and that fact is not ascertainable by reference to a source described in (b)(i) of this subsection or another publicly available or accessible document, then the corporation must either (i) notify the affected shareholders of the fact, or (ii) file with the secretary of state articles of amendment to the filed document stating the fact, in either case promptly after the time when the fact is first ascertainable or thereafter changes. (f) Unless the articles of incorporation, a bylaw, or a resolution adopted or approved by the board of directors or shareholders provide otherwise, articles of amendment under (e) of this subsection are deemed to be adopted or approved by the adoption or approval of the original filed document to which they relate and may be filed by the corporation without further adoption or approval by the board of directors or the shareholders.
RCW 23.86.330 — Washington Code / Title 23 / Chapter 86 / Section 330
RCW 23.86.330: Administrative dissolution.
Status: in_force

The provisions of Article 6 of chapter 23.95 RCW relating to administrative dissolution by the secretary of state shall apply to every association subject to this chapter formed on or after July 23, 1989.
RCW 23B.13.300 — Washington Code / Title 23B / Chapter 13 / Section 300
RCW 23B.13.300: Court action.
Status: in_force

(1) If a demand for payment under RCW 23B.13.280 remains unsettled, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded. (2) The corporation shall commence the proceeding in the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located. (3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. (4) The corporation may join as a party to the proceeding any shareholder who claims to be a dissenter but who has not, in the opinion of the corporation, complied with the provisions of this chapter. If the court determines that such shareholder has not complied with the provisions of this chapter, the shareholder shall be dismissed as a party. (5) The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings. (6) Each dissenter made a party to the proceeding is entitled to judgment (a) for the amount, if any, by which the court finds the fair value of the dissenter's shares, plus interest, exceeds the amount paid by the corporation, or (b) for the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under RCW 23B.13.270 .
RCW 23B.15.030 — Washington Code / Title 23B / Chapter 15 / Section 030
RCW 23B.15.030: Foreign registration statement.
Status: in_force

A foreign corporation may register to transact business in this state by delivering a foreign registration statement to the secretary of state for filing in accordance with RCW 23.95.510 .
RCW 23.100.0113 — Washington Code / Title 23 / Chapter 100 / Section 0113
RCW 23.100.0113: Use of the term "cooperative" in name.
Status: in_force

Use of the term "cooperative" or its abbreviation under this chapter is not a violation of the provisions restricting the use of the term under RCW 23.86.030 .
RCW 23B.08.590 — Washington Code / Title 23B / Chapter 08 / Section 590
RCW 23B.08.590: Validity of indemnification or advance for expenses.
Status: in_force

(1) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with RCW 23B.08.500 through 23B.08.580 . If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation. (2) RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
RCW 23.100.1313 — Washington Code / Title 23 / Chapter 100 / Section 1313
RCW 23.100.1313: Effect of merger.
Status: in_force

(1) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective: (a) The surviving cooperative association continues or comes into existence; (b) Each merging cooperative association that is not the surviving cooperative association ceases to exist; (c) All property of each merging cooperative association vests in the surviving cooperative association without transfer, reversion, or impairment; (d) All debts, obligations, and other liabilities of each merging cooperative association are debts, obligations, and other liabilities of the surviving cooperative association; (e) Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging cooperative association vest in the surviving cooperative association; (f) If the surviving cooperative association exists before the merger: (i) All its property continues to be vested in it without transfer, reversion, or impairment; (ii) It remains subject to all its debts, obligations, and other liabilities; and (iii) All its rights, privileges, immunities, powers, and purposes continue to be vested in it; (g) The name of the surviving cooperative association may be substituted for the name of any merging cooperative association that is a party to any pending action or proceeding; (h) If the surviving cooperative association exists before the merger: (i) Its public organic record, if any, is amended to the extent provided in the statement of merger; and (ii) Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger; (i) If the surviving cooperative association is created by the merger, its private organic rules are effective and its public organic record is effective; and (j) The interests in each merging cooperative association which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under the merging cooperative association's organic law. (2) Except as otherwise provided in the organic law or organic rules of a merging cooperative association, a merger under this section and RCW 23.100.1308 through 23.100.1312 does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity. (3) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, a person that did not have interest holder liability with respect to any of the merging cooperative associations and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective. (4) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited cooperative association with respect to which the person had interest holder liability is subject to the following rules: (a) The merger does not discharge any interest holder liability under the organic law of the domestic merging cooperative association to the extent the interest holder liability was incurred before the merger became effective. (b) The person does not have interest holder liability under the organic law of the domestic merging cooperative association for any debt, obligation, or other liability that is incurred after the merger becomes effective. (c) The organic law of the domestic merging cooperative association continues to apply to the release, collection, or discharge of any interest holder liability preserved under (a) of this subsection as if the merger had not occurred. (d) The person has whatever rights of contribution from any other person as are provided by law other than this subchapter or the organic rules of the domestic merging limited cooperative association with respect to any interest holder liability preserved under (a) of this subsection as if the merger had not occurred. (5) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited cooperative association in accordance with applicable law. (6) When a merger under this section and RCW 23.100.1308 through 23.100.1312 becomes effective, the registration to do business in this state of any foreign merging cooperative association that is not the surviving entity is canceled.
RCW 23B.14.300 — Washington Code / Title 23B / Chapter 14 / Section 300
RCW 23B.14.300: Judicial dissolution—Grounds.
Status: in_force

The superior courts may dissolve a corporation: (1) In a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it by law; (2) In a proceeding by a shareholder if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) The shareholders are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally, because of the deadlock; (d) The corporate assets are being misapplied or wasted; or (e) The corporation has ceased all business activity and has failed, within a reasonable time, to dissolve, to liquidate its assets, or to distribute its remaining assets among its shareholders; (3) In a proceeding by a creditor if it is established that: (a) The creditor's claim has been reduced to judgment, the execution on the judgment was returned unsatisfied, and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities; or (b) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is not able to pay its liabilities as they become due in the usual course of business or its assets are less than the sum of its total liabilities. The superior courts may also assume control over a dissolved corporation's assets and the process for winding up and liquidating its business and affairs, in a proceeding instituted by the dissolved corporation to have its voluntary dissolution continued under court supervision.
RCW 23.100.0611 — Washington Code / Title 23 / Chapter 100 / Section 0611
RCW 23.100.0611: Meetings.
Status: in_force

(1) A board of directors shall meet at least annually and may hold meetings inside or outside this state. (2) Unless the organic rules otherwise provide, a board of directors may permit directors to attend or conduct board meetings through the use of any means of communication, if all directors attending the meeting can communicate with each other during the meeting.
RCW 23B.01.230 — Washington Code / Title 23B / Chapter 01 / Section 230
RCW 23B.01.230: Effective time and date of document.
Status: in_force

A document filed with the secretary of state is effective as provided in RCW 23.95.210 , and may state a delayed effective date and time in accordance with RCW 23.95.210 .
RCW 23B.25.110 — Washington Code / Title 23B / Chapter 25 / Section 110
RCW 23B.25.110: Selling, leasing, exchanging, or disposing of property—Voting requirements.
Status: in_force

(1) In addition to approval in accordance with RCW 23B.12.020 , a proposed transaction in which the social purpose corporation is to sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and regular course of business, must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the transaction, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed transaction. The articles of incorporation may require a greater vote than that provided for in this section. (2) The additional approval described in subsection (1) of this section is not required if the acquirer of such property is a social purpose corporation governed by this chapter and includes a specific social purpose or purposes that do not materially differ from the disposing corporation's specific social purpose or purposes, if any.
RCW 23.100.0416 — Washington Code / Title 23 / Chapter 100 / Section 0416
RCW 23.100.0416: Action without a meeting.
Status: in_force

(1) Unless the organic rules require that action be taken only at a members meeting, any action that may be taken by the members may be taken without a meeting if the action is approved by members entitled to vote on the action in the aggregate not less than the minimum number of votes that would be necessary to approve that action at a meeting of which all members entitled to vote on the action were present and voted. Action may be approved by members without a meeting or a vote by means of execution of a single consent or multiple consents in a record to the action. (2) Consent under subsection (1) of this section may be withdrawn by a member in a record at any time before the limited cooperative association receives a consent from each member entitled to vote. (3) Consent to any action may specify the effective date or time of the action.
RCW 23B.06.040 — Washington Code / Title 23B / Chapter 06 / Section 040
RCW 23B.06.040: Fractional shares.
Status: in_force

(1) A corporation may: (a) Issue fractions of a share or pay in money the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; (c) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. (2) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by RCW 23B.06.250 (2). (3) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. (4) The board of directors may approve the issuance of scrip subject to any condition considered desirable, including: (a) That the scrip will become void if not exchanged for full shares before a specified date; and (b) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
RCW 23B.19.040 — Washington Code / Title 23B / Chapter 19 / Section 040
RCW 23B.19.040: Approval of significant business transaction required—Violation.
Status: repealed

(1)(a) Notwithstanding anything to the contrary contained in this title, a target corporation shall not for a period of five years following the acquiring person's share acquisition time engage in a significant business transaction unless: (i) It is exempted by RCW 23B.19.030 ; (ii) The significant business transaction or the purchase of shares made by the acquiring person is approved prior to the acquiring person's share acquisition time by a majority of the members of the board of directors of the target corporation; or (iii) At or subsequent to the acquiring person's share acquisition time, such significant business transaction is approved by a majority of the members of the board of directors of the target corporation and approved at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least two-thirds of the votes entitled to be cast by the outstanding voting shares of the target corporation, except shares beneficially owned by or under the voting control of the acquiring person. (b) If a good faith proposal for a significant business transaction is made in writing to the board of directors of the target corporation prior to the significant business transaction or prior to the share acquisition time, the board of directors shall respond in writing, within thirty days or such shorter period, if any, as may be required by the exchange act setting forth its reasons for its decision regarding the proposal. If a good faith proposal to purchase shares is made in writing to the board of directors of the target corporation, the board of directors, unless it responds affirmatively in writing within thirty days or a shorter period, if any, as may be required by the exchange act shall be deemed to have disapproved such share purchase. (2) Except for a significant business transaction approved under subsection (1) of this section or exempted by RCW 23B.19.030 , in addition to any other requirement, a target corporation shall not engage at any time in any significant business transaction described in RCW 23B.19.020 (16) (a) or (e) with any acquiring person of such a corporation other than a significant business transaction that either meets all of the conditions of (a), (b), and (c) of this subsection or meets the conditions of (d) of this subsection: (a) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding common shares of such a target corporation in a significant business transaction is at least equal to the higher of the following: (i) The highest per share price paid by such an acquiring person at a time when the person was the beneficial owner, directly or indirectly, of voting shares entitled to cast votes comprising five percent or more of the voting power of a target corporation, for any shares of common shares of the same class or series acquired by it: (A) Within the five-year period immediately prior to the announcement date with respect to a significant business transaction; or (B) within the five-year period immediately prior to, or in, the transaction in which the acquiring person became an acquiring person, whichever is higher plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common shares since the earliest date, up to the amount of the interest; and (ii) The market value per share of common shares on the announcement date with respect to a significant business transaction or on the date of the acquiring person's share acquisition time, whichever is higher; plus interest compounded annually from such a date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of common shares since the date, up to the amount of the interest. (b) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per share by holders of outstanding shares of any class or series of shares, other than common shares, of the target corporation is at least equal to the highest of the following, whether or not the acquiring person has previously acquired any shares of such a class or series of shares: (i) The highest per share price paid by an acquiring person at a time when the person was the beneficial owner, directly or indirectly, of voting shares entitled to cast votes comprising five percent or more of the voting power of a resident domestic corporation, for any shares of the same class or series of shares acquired by it: (A) Within the five-year period immediately prior to the announcement date with respect to a significant business transaction; or (B) within the five-year period immediately prior to, or in, the transaction in which the acquiring person became an acquiring person, whichever is higher; plus, in either case, interest compounded annually from the earliest date on which the highest per share acquisition price was paid through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid, and the market value of any dividends paid other than in cash, per share of the same class or series of shares since the earliest date, up to the amount of the interest; (ii) The highest preferential amount per share to which the holders of shares of the same class or series of shares are entitled in the event of any voluntary liquidation, dissolution, or winding up of the target corporation, plus the aggregate amount of any dividends declared or due as to which the holders are entitled prior to payment of dividends on some other class or series of shares, unless the aggregate amount of the dividends is included in the preferential amount; and (iii) The market value per share of the same class or series of shares on the announcement date with respect to a significant business transaction or on the date of the acquiring person's share acquisition time, whichever is higher; plus interest compounded annually from such a date through the consummation date at the rate for one-year United States treasury obligations from time to time in effect; less the aggregate amount of any cash dividends paid and the market value of any dividends paid other than in cash, per share of the same class or series of shares since the date, up to the amount of the interest. (c) The consideration to be received by holders of a particular class or series of outstanding shares, including common shares, of the target corporation in a significant business transaction is in cash or in the same form as the acquiring person has used to acquire the largest number of shares of the same class or series of shares previously acquired by the person, and the consideration shall be distributed promptly. (d) The significant business transaction is approved at an annual meeting of shareholders, or special meeting of shareholders called for such a purpose, no earlier than five years after the acquiring person's share acquisition time, by a majority of the votes entitled to be counted within each voting group entitled to vote separately on the transaction. The votes of all outstanding shares entitled to vote under this title or the articles of incorporation shall be entitled to be counted under this subsection except that the votes of shares as to which an acquiring person has beneficial ownership or voting control may not be counted to determine whether shareholders have approved a transaction for purposes of this subsection. The votes of shares as to which an acquiring person has beneficial ownership or voting control shall, however, be counted in determining whether a transaction is approved under other sections of this title and for purposes of determining a quorum. (3) Subsection (2) of this section does not apply to a target corporation that on June 6, 1996, had a provision in its articles of incorporation, adopted under *RCW 23B.17.020 (3)(d), expressly electing not to be covered under *RCW 23B.17.020 , which is repealed by section 6, chapter 155, Laws of 1996. (4) A significant business transaction that is made in violation of subsection (1) or (2) of this section and that is not exempt under RCW 23B.19.030 is void.
RCW 23.100.0303 — Washington Code / Title 23 / Chapter 100 / Section 0303
RCW 23.100.0303: Method of voting on amendment of organic rules.
Status: in_force

(1) A substantive change to a proposed amendment of the organic rules may not be made at the members meeting at which a vote on the amendment occurs. (2) A nonsubstantive change to a proposed amendment of the organic rules may be made at the members meeting at which the vote on the amendment occurs and need not be separately voted upon by the board of directors. (3) A vote to adopt a nonsubstantive change to a proposed amendment to the organic rules must be by the same percentage of votes required to pass a proposed amendment.
RCW 23B.15.050 — Washington Code / Title 23B / Chapter 15 / Section 050
RCW 23B.15.050: Effect of registration—Right of state to terminate—Governing law.
Status: in_force

(1) A registered foreign corporation may transact business in this state subject, however, to the right of the state to terminate the registration as provided in Article 5 of chapter 23.95 RCW. (2) A foreign corporation registered to transact business in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign corporations.
RCW 23B.08.245 — Washington Code / Title 23B / Chapter 08 / Section 245
RCW 23B.08.245: Corporate action—Vote of shareholders.
Status: in_force

A corporation may agree to submit a corporate action to a vote of its shareholders whether or not the board of directors determines at any time subsequent to approving such a corporate action that it no longer recommends the corporate action.
RCW 23B.07.230 — Washington Code / Title 23B / Chapter 07 / Section 230
RCW 23B.07.230: Shares held by nominees.
Status: in_force

(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure. (2) The procedure may set forth: (a) The types of nominees to which it applies; (b) The rights or privileges that the corporation recognizes in a beneficial owner; (c) The manner in which the procedure is selected by the nominee; (d) The information that must be provided when the procedure is selected; (e) The period for which selection of the procedure is effective; and (f) Other aspects of the rights and duties created.
RCW 23.95.615 — Washington Code / Title 23 / Chapter 95 / Section 615
RCW 23.95.615: Reinstatement.
Status: in_force

(1) A domestic entity that is dissolved administratively under RCW 23.95.610 may apply to the secretary of state for reinstatement not later than five years after the effective date of dissolution. The application must be executed by the entity and state: (a) The name of the entity and a statement that the name satisfies RCW 23.95.300 ; if the name does not satisfy RCW 23.95.300 , the entity must deliver with its application an amendment to its public organic record changing its name; (b) The address of the principal office of the entity and the name and address of its registered agent; (c) The effective date of the entity's administrative dissolution; and (d) That the grounds for dissolution did not exist or have been cured. (2) To be reinstated, an entity must pay the full amount of all annual license or renewal fees which would have been assessed during the period of administrative dissolution had the entity been in active status, plus a penalty fee established by the secretary of state by rule, and the license or renewal fee for the year of reinstatement. (3) If the secretary of state determines that an application under subsection (1) of this section contains the information required by subsection (1) of this section, is satisfied that the information is correct, and determines that all payments required to be made to the secretary of state by subsection (2) of this section have been made, the secretary of state shall: (a) Cancel the statement of administrative dissolution and prepare a statement of reinstatement that states the secretary of state's determination and the effective date of reinstatement; (b) File the statement; and (c) Serve a copy of the statement on the entity. (4) When reinstatement under this section is effective as provided in RCW 23.95.210 : (a) It relates back to and takes effect as of the effective date of the administrative dissolution; and (b) The domestic entity resumes carrying on its activities and affairs as if the administrative dissolution had never occurred, except for the rights of a person arising out of an act or omission in reliance on the dissolution before the person knew or had reason to know of the reinstatement.
RCW 23.95.700 — Washington Code / Title 23 / Chapter 95 / Section 700
RCW 23.95.700: Reservation of power to amend or repeal.
Status: in_force

The legislature has power to amend or repeal all or part of this chapter at any time, and all domestic and foreign entities subject to this chapter are governed by the amendment or repeal.
RCW 23B.08.430 — Washington Code / Title 23B / Chapter 08 / Section 430
RCW 23B.08.430: Resignation and removal of officers.
Status: in_force

(1) An officer may resign at any time by delivering a written notice to the board of directors, its chairperson, or to the appointing officer or the secretary of the corporation. A resignation is effective as provided in RCW 23B.01.410 (9) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs. (2) The board of directors may remove any officer at any time with or without cause. An officer or assistant officer may be removed by: (a) An appointing officer at any time with or without cause, unless the bylaws or the board of directors provide otherwise; or (b) Any other officer if authorized by the bylaws or the board of directors. (3) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.
RCW 23.86.125 — Washington Code / Title 23 / Chapter 86 / Section 125
RCW 23.86.125: Voting—Quorum.
Status: in_force

Except as otherwise provided in this chapter, the articles of incorporation or the bylaws may provide the number or percentage of votes that members are entitled to cast in person, by mail, or by proxy that shall constitute a quorum at meetings of members. In the absence of any provision in the articles of incorporation or bylaws, twenty-five percent of the total membership of the association shall constitute a quorum.
RCW 23.100.1011 — Washington Code / Title 23 / Chapter 100 / Section 1011
RCW 23.100.1011: Court proceedings.
Status: in_force

(1) A dissolved limited cooperative association that has published a notice under RCW 23.100.1010 may file an application with the superior court in the county where the association's principal office is located or, if the principal office is not located in this state, where the office of its registered agent is or was last located, for a determination of the amount and form of security to be provided for payment of claims that are reasonably expected to arise after the date of dissolution based on facts known to the association and: (a) At the time of the application: (i) Are contingent; or (ii) Have not been made known to the association; or (b) Are based on an event occurring after the date of dissolution. (2) Security is not required for a claim that is or is reasonably anticipated to be barred under RCW 23.100.1010 . (3) Not later than ten days after filing an application under subsection (1) of this section, the dissolved limited cooperative association shall give notice of the proceeding to each claimant holding a contingent claim known to the association. (4) In a proceeding under this section, the court may appoint a guardian ad litem to represent all claimants whose identities are unknown. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, must be paid by the dissolved limited cooperative association. (5) A dissolved limited cooperative association that provides security in the amount and form ordered by the court under subsection (1) of this section satisfies the association's obligations with respect to claims that are contingent, have not been made known to the association, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a member or holder of financial rights on account of assets received in liquidation.
RCW 23.100.0614 — Washington Code / Title 23 / Chapter 100 / Section 0614
RCW 23.100.0614: Waiver of notice of meeting.
Status: in_force

(1) Unless the organic rules otherwise provide, a director may waive any required notice of a meeting of the board of directors in a record before, during, or after the meeting. (2) Unless the organic rules otherwise provide, a director's participation in a meeting is a waiver of notice of that meeting unless the director objects to the meeting at the beginning of the meeting or promptly upon the director's arrival at the meeting and does not thereafter vote in favor of or otherwise assent to the action taken at the meeting.
RCW 23B.07.400 — Washington Code / Title 23B / Chapter 07 / Section 400
RCW 23B.07.400: Derivative proceedings procedure.
Status: in_force

(1) A person may not commence a proceeding in the right of a domestic or foreign corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time. (2) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (3) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. (4) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause. (5) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner.(1) The state domestic partnership registry is created within the secretary of state's office. (2)(a) The secretary shall prepare a form entitled "declaration of state registered domestic partnership" to meet the requirements of RCW 26.60.010 , 26.60.020 , 26.60.030 , and 26.60.070 . (b) The "declaration of state registered domestic partnership" form must contain a statement that registration may affect property and inheritance rights, that registration is not a substitute for a will, deed, or partnership agreement, and that any rights conferred by registration may be completely superseded by a will, deed, or other instrument that may be executed by either party. The form must also contain instructions on how the partnership may be terminated. (3) This form shall be available to the public at the secretary of state's office and on the internet. (4) The secretary shall adopt rules necessary to implement the administration of the state domestic partnership registry.
RCW 23.95.625 — Washington Code / Title 23 / Chapter 95 / Section 625
RCW 23.95.625: Entity name not distinguishable from name of governmental entity.
Status: in_force

(1) Any county, city, town, district, or other political subdivision of the state, or the state of Washington or any department or agency of the state, may apply to the secretary of state for the administrative dissolution, or the termination of registration, of any entity using a name that is not distinguishable from the name of the applicant for dissolution. The application must state the precise legal name of the governmental entity and its date of formation and the applicant shall mail a copy to the entity's registered agent. If the name of the entity is not distinguishable from the name of the applicant, then, except as provided in subsection (4) of this section, the secretary of state shall commence proceedings for administrative dissolution under RCW 23.95.610 or termination of registration under RCW 23.95.550 . (2) A name may not be considered distinguishable by virtue of the items specified in RCW 23.95.300 (3). (3)(a) The following are not distinguishable for purposes of this section: (i) "City of Anytown" and "City of Anytown, Inc."; and (ii) "City of Anytown" and "Anytown City." (b) The following are distinguishable for purposes of this section: (i) "City of Anytown" and "Anytown, Inc."; (ii) "City of Anytown" and "The Anytown Company"; and (iii) "City of Anytown" and "Anytown Cafe, Inc." (4) If the entity that is the subject of the application was formed or registered before the formation of the applicant as a governmental entity, then this section applies only if the applicant for dissolution provides a certified copy of a final judgment of a court of competent jurisdiction determining that the applicant holds a superior property right to the name than does the entity. (5) The duties of the secretary of state under this section are ministerial.
RCW 23B.06.030 — Washington Code / Title 23B / Chapter 06 / Section 030
RCW 23B.06.030: Issued and outstanding shares.
Status: in_force

(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (2) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (3) of this section and to RCW 23B.06.400 . (3) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
RCW 23B.07.320 — Washington Code / Title 23B / Chapter 07 / Section 320
RCW 23B.07.320: Agreements among shareholders—Acquisition of shares after agreement—Liability.
Status: in_force

(1) An agreement among the shareholders of a corporation that is not contrary to public policy and that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more other provisions of this title in that it: (a) Eliminates the board of directors or restricts the discretion or powers of the board of directors; (b) Governs the approval or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in RCW 23B.06.400 ; (c) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal; (d) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of weighted voting rights or director proxies; (e) Establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any shareholder, director, officer, or employee of the corporation or among any of them; (f) Transfers to one or more shareholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation; (g) Provides a process by which a deadlock among directors or shareholders may be resolved; (h) Requires dissolution of the corporation at the request of one or more shareholders or upon the occurrence of a specified event or contingency; or (i) Otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the shareholders, the directors, and the corporation, or among any of them. (2) An agreement authorized by this section shall be: (a) Set forth in a written agreement that is executed by all persons who are shareholders at the time of the agreement and is made known to the corporation; and (b) Subject to amendment only by all persons who are shareholders at the time of the amendment, unless the agreement provides otherwise. (3) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding shares or on the information statement required by RCW 23B.06.260 (2). If at the time of the agreement the corporation has shares outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it. Unless the agreement provides otherwise, any person who acquires outstanding or newly issued shares in the corporation after an agreement authorized by this section has been effected, whether by purchase, gift, operation of law, or otherwise, is deemed to have assented to the agreement and to be a party to the agreement. A purchaser of shares who is aggrieved because he or she at the time of purchase did not have actual or constructive knowledge of the existence of the agreement may either: (a) Bring an action to rescind the purchase within the earlier of ninety days after discovery of the existence of the agreement or two years after the purchase of the shares; or (b) continue to hold the shares subject to the agreement but with a right of action for any damages resulting from nondisclosure of the existence of the agreement. A purchaser shall be deemed to have constructive knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or prior to the time of purchase of the shares. (4) An agreement authorized by this section shall cease to be effective when shares of the corporation are listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association. (5) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom such discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. (6) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement. (7) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made. (8) Limits, if any, on the duration of an agreement governed by this section are to be as set forth in the agreement. An agreement governed by this section that became effective when this section limited the term of such an agreement to ten years unless the agreement provided otherwise will remain governed by the provisions of this section then in effect relating to the duration of agreements among shareholders.
RCW 23B.07.210 — Washington Code / Title 23B / Chapter 07 / Section 210
RCW 23B.07.210: Voting entitlement of shares.
Status: in_force

(1) Except as provided in subsections (2) and (3) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote. (2) Shares of a corporation are not entitled to vote if they are owned by or otherwise belong to the corporation, directly or indirectly, or by a second corporation, domestic or foreign, and the first corporation owns, through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation. (3) Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless they are held for the benefit of, or otherwise belong to, the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation. (4) Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.Any person who files a false statement, which he or she knows to be false, in the articles of incorporation or in any other materials required to be filed with the secretary of state shall be guilty of a gross misdemeanor punishable under chapter 9A.20 RCW.