RCW 23B.11A.090 — Washington Code / Title 23B / Chapter 11A / Section 090
RCW 23B.11A.090: Merger to effect a holding company reorganization—Definitions.
Status: in_force

(1) As used in this section: (a) "Holding company" means the corporation that is or becomes the direct parent of the surviving corporation of a merger accomplished under this section and whose capital stock is issued in that merger; (b) "Parent constituent corporation" means the parent corporation that merges with or into the subsidiary constituent corporation in the merger; and (c) "Subsidiary constituent corporation" means the subsidiary corporation with or into which the parent constituent corporation merges in the merger. (2) Unless the articles of incorporation provide otherwise, a parent constituent corporation may merge with or into a single indirect wholly owned subsidiary of the parent constituent corporation without the approval of the plan of merger by the shareholders of the parent constituent corporation if: (a) The plan expressly permits or requires the merger to be effected under this subsection; (b) The holding company and the constituent corporations to the merger are each organized under this title; (c) At all times from its incorporation until consummation of a merger under this section, the holding company was a direct wholly owned subsidiary of the parent constituent corporation; (d) Immediately before consummation of a merger under this section, the subsidiary constituent corporation is a direct wholly owned subsidiary of the holding company and an indirect wholly owned subsidiary of the parent constituent corporation; (e) The parent constituent corporation and the subsidiary constituent corporation are the only constituent entities to the merger; (f) Immediately after the merger becomes effective, the surviving corporation of the merger becomes or remains a direct wholly owned subsidiary of the holding company; (g) Each share or fraction of a share of the parent constituent corporation outstanding immediately before the merger becomes effective is converted in the merger into a share or equal fraction of a share of the holding company having the same designations and relative preferences, rights, and limitations as the share or fraction of a share of the parent constituent corporation being converted in the merger; (h) The articles of incorporation and bylaws of the holding company immediately after the merger becomes effective contain provisions identical to the articles of incorporation and bylaws of the parent constituent corporation immediately before the merger becomes effective, other than any provisions regarding the incorporator or incorporators, the corporate name, the registered office and agent, the initial board of directors and the initial subscribers for shares, and the provisions contained in any amendment to the articles of incorporation of the parent constituent corporation that were necessary to effect an exchange, reclassification, or cancellation of shares if the exchange, reclassification, or cancellation has become effective; (i) The articles of incorporation and bylaws of the surviving corporation immediately after the merger becomes effective contain provisions by specific reference to this subsection requiring that any corporate action by or involving the surviving corporation, other than the election or removal of directors of the surviving corporation, must be approved by the shareholders of the holding company (or any successor by merger) by the same vote as is required by this title or under the articles of incorporation or bylaws of the parent constituent corporation immediately before the merger becomes effective, if that corporate action would have required the approval of the shareholders of the parent constituent corporation under this title or under the articles of incorporation or bylaws of the parent constituent corporation immediately before the merger becomes effective; (j) The directors of the parent constituent corporation immediately before the merger becomes effective become or remain the directors of the holding company immediately after the merger becomes effective; and (k) The board of directors of the parent constituent corporation determines that the shareholders of the parent constituent corporation will not recognize gain or loss for United States federal income tax purposes as a result of the merger. (3) The holding company must, within 10 days after the effective date of a merger effected under subsection (2) of this section, notify each person who was a shareholder of the parent constituent corporation immediately before the merger became effective 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 those shareholders. (4) To the extent restrictions under chapter 23B.19 RCW applied to the parent constituent corporation or any of its shareholders at the effective time of the merger, those restrictions apply to the holding company and its shareholders immediately after the merger becomes effective as though the holding company were the parent constituent corporation, and all shares of stock of the holding company acquired in the merger will, for the purposes of chapter 23B.19 RCW, be deemed to have been acquired at the time that the corresponding shares of stock of the parent constituent corporation were acquired. No shareholder who, immediately before the merger becomes effective, was not an acquiring person of the parent constituent corporation under chapter 23B.19 RCW will, solely by reason of the merger, become an acquiring person of the holding company under chapter 23B.19 RCW. (5) To the extent a shareholder of the parent constituent corporation immediately before the merger was eligible to commence a proceeding in the right of the parent constituent corporation in accordance with RCW 23B.07.400 , nothing in this section is deemed to limit or extinguish that eligibility. (6) Except as provided in subsections (2), (3), (4), and (5) of this section, a merger between a parent constituent corporation and a subsidiary constituent corporation will be governed by the provisions of this chapter applicable to mergers generally.
RCW 23.100.1311 — Washington Code / Title 23 / Chapter 100 / Section 1311
RCW 23.100.1311: Amendment or abandonment of plan of merger.
Status: in_force

(1) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (2) A domestic merging limited cooperative association may approve an amendment of a plan of merger: (a) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (b) By its directors or members in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that will change: (i) The amount or kind of interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing, to be received by the members of any party to the plan; (ii) The public organic record, if any, or private organic rules of the surviving cooperative association that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving cooperative association under its organic law or organic rules; or (iii) Any other terms or conditions of the plan, if the change would adversely affect the members in any material respect. (3) After a plan of merger has been approved and before a statement of merger is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a domestic merging limited cooperative association may abandon the plan in the same manner as the plan was approved. (4) If a plan of merger is abandoned after a statement of merger has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, signed by a party to the plan, must be delivered to the secretary of state for filing before the statement of merger is effective. The statement of abandonment takes effect on filing, and the merger is abandoned and does not become effective. The statement of abandonment must contain: (a) The name of each party to the plan of merger; (b) The date on which the statement of merger was filed by the secretary of state; and (c) A statement that the merger has been abandoned in accordance with this section.
RCW 23B.19.020 — Washington Code / Title 23B / Chapter 19 / Section 020
RCW 23B.19.020: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Acquiring person" means a person or group of persons, other than the target corporation or a subsidiary of the target corporation, who is the beneficial owner of voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation; provided, however, that the term "acquiring person" does not include any person who (a) beneficially owned voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation on March 23, 1988; (b) acquired its voting shares of the target corporation solely by gift, inheritance, or in a transaction in which no consideration is exchanged; (c) equals or exceeds the ten percent threshold as a result of action taken solely by the target corporation, such as redemption of shares, unless that person, by its own action, acquires additional voting shares of the target corporation; (d) beneficially owned voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation prior to the time the target corporation had a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act; or (e) beneficially owned voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation prior to the time the target corporation amended its articles of incorporation to provide that the corporation shall be subject to the provisions of this chapter. An agent, bank, broker, nominee, or trustee for another person, if the other person is not an acquiring person, who acts in good faith and not for the purpose of circumventing this chapter, is not an acquiring person. For the purpose of determining whether a person is an acquiring person, the number of voting shares of the target corporation that are outstanding shall include voting shares beneficially owned by the person through application of subsection (4) of this section, but shall not include any other unissued voting shares of the target corporation which may be issuable pursuant to any agreement, arrangement, or understanding; or upon exercise of conversion rights, warrants, or options; or otherwise. (2) "Affiliate" means a person who directly or indirectly controls, or is controlled by, or is under common control with, a person. (3) "Announcement date," when used in reference to any significant business transaction, means the date of the first public announcement of the final, definitive proposal for such a significant business transaction. (4) "Associate" means (a) a domestic or foreign corporation or organization of which a person is an officer, director, member, or partner or in which a person performs a similar function; (b) a direct or indirect beneficial owner of ten percent or more of any class of equity securities of a person; (c) a trust or estate in which a person has a beneficial interest or as to which a person serves as trustee or in a similar fiduciary capacity; and (d) the spouse or a parent or sibling of a person or a child, grandchild, sibling, parent, or spouse of any thereof, of a person or an individual having the same home as a person. (5)(a)(i) "Beneficial owner" when used with respect to any shares means a person who individually or with or through any of its affiliates or associates: (A) Has or shares: (I) The power to vote, or to direct the voting of, the shares, directly or indirectly; (II) The power to dispose, or to direct the disposition of, the shares, directly or indirectly; (III) The right to acquire the shares, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; or (IV) The right to vote the shares pursuant to any agreement, arrangement, or understanding, whether or not in writing; or (B) Has any agreement, arrangement, or understanding, whether or not in writing, for the purpose of acquiring, holding, voting, or disposing of the shares with any other person who beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, the shares. (ii)(A) A person is not the beneficial owner of shares under (a)(i)(A)(III) of this subsection with respect to shares tendered pursuant to a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange. (B) A person is not the beneficial owner of any shares under (a)(i)(A)(IV) of this subsection if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the exchange act and is not then reportable on schedule 13D under the exchange act, or any comparable or successor report. (C) A person is not the beneficial owner of any shares under (a)(i)(B) of this subsection if the agreement, arrangement, or understanding for the purpose of voting the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the exchange act and is not then reportable on schedule 13D under the exchange act, or any comparable or successor report. (b) The terms "beneficial ownership," "beneficially own," and "beneficially owned" have meanings correlative to the meaning of "beneficial owner." (6) "Common shares" means any shares other than preferred shares. (7) "Consummation date," with respect to any significant business transaction, means the date of consummation of such a significant business transaction, or, in the case of a significant business transaction as to which a shareholder vote is taken, the later of the business day prior to the vote or twenty days prior to the date of consummation of such a significant business transaction. (8) "Control," "controlling," "controlled by," and "under common control with" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise. A person's beneficial ownership of voting shares entitled to cast votes comprising ten percent or more of the voting power of a domestic or foreign corporation shall create a rebuttable presumption that such person has control of such corporation. However, a person does not have control of a domestic or foreign corporation if the person holds voting shares, in good faith and not for the purpose of circumventing this chapter, as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of such corporation. (9) "Domestic corporation" means an issuer of voting shares which is organized under chapter 23B.02 RCW or any predecessor provision. (10) "Exchange act" means the federal securities exchange act of 1934, as amended. (11) "Market value," in the case of property other than cash or shares, means the fair market value of the property on the date in question as determined by the board of directors of the target corporation in good faith. (12) "Person" means an individual, domestic or foreign corporation, partnership, trust, unincorporated association, or other entity; an affiliate or associate of any such person; or any two or more persons acting as a partnership, syndicate, or other group for the purpose of acquiring, holding, or dispersing of securities of a domestic or foreign corporation. (13) "Preferred shares" means any class or series of shares of a target corporation which under the bylaws or articles of incorporation of such a corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of shares, or is entitled in the event of any voluntary liquidation, dissolution, or winding up of the target corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares. (14) "Share acquisition time" means the time at which a person first becomes an acquiring person of a target corporation. (15) "Shares" means any: (a) Shares or similar security, any certificate of interest, any participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for shares; and (b) Security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares. (16) "Significant business transaction" means: (a) A merger, share exchange, or consolidation of a target corporation or a subsidiary of a target corporation with (i) an acquiring person, or (ii) any other domestic or foreign corporation which is, or after the merger, share exchange, or consolidation would be, an affiliate or associate of the acquiring person; (b) A sale, lease, exchange, mortgage, pledge, transfer, or other disposition or encumbrance, whether in one transaction or a series of transactions, to or with an acquiring person or an affiliate or associate of an acquiring person of assets of a target corporation or a subsidiary of a target corporation (i) having an aggregate market value equal to five percent or more of the aggregate market value of all the assets, determined on a consolidated basis, of the target corporation, (ii) having an aggregate market value equal to five percent or more of the aggregate market value of all the outstanding shares of the target corporation, or (iii) representing five percent or more of the earning power or net income, determined on a consolidated basis, of the target corporation; (c) The termination, while the corporation has an acquiring person and as a result of the acquiring person's acquisition of ten percent or more of the shares of the corporation, of five percent or more of the employees of the target corporation or its subsidiaries employed in this state, whether at one time or over the five-year period following the share acquisition time. For the purposes of (c) of this subsection, a termination other than an employee's death or disability or bona fide voluntary retirement, transfer, resignation, termination for cause under applicable common law principles, or leave of absence shall be presumed to be a termination resulting from the acquiring person's acquisition of shares, which presumption is rebuttable. A bona fide voluntary transfer of employees between the target corporation and its subsidiaries or between its subsidiaries is not a termination for the purposes of (c) of this subsection; (d) The issuance, transfer, or redemption by a target corporation or a subsidiary of a target corporation, whether in one transaction or a series of transactions, of shares or of options, warrants, or rights to acquire shares of a target corporation or a subsidiary of a target corporation to or beneficially owned by an acquiring person or an affiliate or associate of an acquiring person except pursuant to the exercise of warrants or rights to purchase shares offered, or a dividend, distribution, or redemption paid or made pro rata to, all shareholders or holders of options, warrants, or rights to acquire shares of the target corporation, and except for involuntary redemptions permitted by the target corporation's charter or by the law of this state or the state of incorporation; (e) The liquidation or dissolution of a target corporation proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person; (f) A reclassification of securities, including, without limitation, any shares split, shares dividend, or other distribution of shares in respect of stock, or any reverse shares split, or recapitalization of a target corporation, or a merger or consolidation of a target corporation with a subsidiary of the target corporation, or any other transaction, whether or not with or into or otherwise involving an acquiring person, proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an acquiring person or an affiliate or associate of an acquiring person, that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of a class or series of voting shares or securities convertible into voting shares of a target corporation or a subsidiary of the target corporation that is directly or indirectly owned by an acquiring person or an affiliate or associate of an acquiring person, except as a result of immaterial changes due to fractional share adjustments; or (g) A receipt by an acquiring person or an affiliate or associate of an acquiring person of the benefit, directly or indirectly, except proportionately as a shareholder of a target corporation, of loans, advances, guarantees, pledges, or other financial assistance or tax credits or other tax advantages provided by or through a target corporation. (17) "Subsidiary" means a domestic or foreign corporation that has a majority of its outstanding voting shares owned, directly or indirectly, by another domestic or foreign corporation. (18) "Tangible assets" means tangible real and personal property of all kinds. It shall also include leasehold interests in tangible real and personal property. (19) "Target corporation" means: (a) Every domestic corporation, if: (i) The corporation has a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act; or (ii) The corporation's articles of incorporation have been amended to provide that such a corporation shall be subject to the provisions of this chapter, if the corporation did not have a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act on the effective date of that amendment; and (b) Every foreign corporation required to register to transact business in this state pursuant to chapter 23B.15 RCW and Article 5 of chapter 23.95 RCW, if: (i) The corporation has a class of voting shares registered with the securities and exchange commission pursuant to section 12 or 15 of the exchange act; (ii) The corporation's principal executive office is located in the state; (iii) The corporation has: (A) More than ten percent of its shareholders of record resident in the state; or (B) more than ten percent of its shares owned of record by state residents; or (C) one thousand or more shareholders of record resident in the state; (iv) A majority of the corporation's employees, together with those of its subsidiaries, are residents of the state or the corporation, together with its subsidiaries, employs more than one thousand residents of the state; and (v) A majority of the corporation's tangible assets, together with those of its subsidiaries, measured by market value, are located in the state or the corporation, together with its subsidiaries, has more than fifty million dollars' worth of tangible assets located in the state. For purposes of this subsection, the record date for determining the percentages and numbers of shareholders and shares shall be the last shareholder record date before the event requiring that the determination be made. A shareholder record date shall be determined pursuant to the comparable provision to RCW 23B.07.070 of the law of the state in which a foreign corporation is incorporated. If a shareholder record date has not been fixed by the board of directors within the preceding four months, the determination shall be made as of the end of the corporation's most recent fiscal quarter. The residence of each shareholder is presumed to be the address appearing in the records of the corporation. Shares held of record by brokers or nominees shall be disregarded for purposes of calculating the percentages and numbers specified in this subsection. Shares of a corporation allocated to the account of an employee or former employee or beneficiaries of employees or former employees of a corporation and held in a plan that is qualified under section 401(a) of the federal internal revenue code of 1986, as amended, and is a defined contribution plan within the meaning of section 414(i) of the code shall be deemed, for the purposes of this subsection, to be held of record by the employee to whose account such shares are allocated. A domestic or foreign corporation shall be deemed to be a target corporation if the domestic or foreign corporation's failure to satisfy the requirements of this subsection is caused by the action of, or is the result of a proposal by, an acquiring person or affiliate or associate of an acquiring person. (20) "Voting power" means the total number of votes entitled to be cast by all of the outstanding voting shares of a corporation. (21) "Voting shares" means shares of all classes of a corporation entitled to vote generally in the election of directors.
RCW 23B.08.410 — Washington Code / Title 23B / Chapter 08 / Section 410
RCW 23B.08.410: Duties of officers.
Status: in_force

Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by an officer authorized by the board of directors to prescribe the duties of other officers.
RCW 23B.04.010 — Washington Code / Title 23B / Chapter 04 / Section 010
RCW 23B.04.010: Corporate name.
Status: in_force

A corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.
RCW 23B.13.260 — Washington Code / Title 23B / Chapter 13 / Section 260
RCW 23B.13.260: Failure to take corporate action.
Status: in_force

(1) If the corporation does not effect the proposed corporate action within sixty days after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release any transfer restrictions imposed on uncertificated shares. (2) If after returning deposited certificates and releasing transfer restrictions, the corporation wishes to effect the proposed corporate action, it must deliver a new dissenters' notice under RCW 23B.13.220 and repeat the payment demand procedure.
RCW 23.95.520 — Washington Code / Title 23 / Chapter 95 / Section 520
RCW 23.95.520: Activities not constituting doing business.
Status: in_force

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

(1) Activities of a foreign entity that do not constitute doing business in this state under this chapter include, but are not limited to: (a) Maintaining, defending, mediating, arbitrating, or settling an action or proceeding, or settling claims or disputes; (b) Carrying on any activity concerning its internal affairs, including holding meetings of its interest holders or governors; (c) Maintaining accounts in financial institutions; (d) Maintaining offices or agencies for the transfer, exchange, and registration of securities of the entity or maintaining trustees or depositories with respect to those securities; (e) Selling through independent contractors; (f) Soliciting or obtaining orders by any means if the orders require acceptance outside this state before they become binding contracts and where the contracts do not involve any local performance other than delivery and installation; (g) Creating or acquiring indebtedness, mortgages, or security interests in property; (h) Securing or collecting debts or enforcing mortgages or security interests in property securing the debts; (i) Conducting an isolated transaction that is completed within thirty days and that is not in the course of repeated transactions of a like nature; (j) Owning, without more, property; (k) Doing business in interstate commerce; and (l) Operating an approved branch campus of a foreign degree-granting institution in compliance with chapter 28B.90 RCW and in accordance with subsection (2) of this section. (2) In addition to those acts that are specified in subsection (1) of this section, a foreign degree-granting institution that establishes an approved branch campus in the state under chapter 28B.90 RCW shall not be deemed to transact business in the state solely because it: (a) Owns and controls an incorporated branch campus in this state; (b) Pays the expenses of tuition or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or (c) Provides personnel who furnish assistance and counsel to its students while in the state but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution. (3) A person does not do business in this state solely by being an interest holder or governor of a domestic entity or foreign entity that does business in this state. (4) This section does not apply in determining the contacts or activities that may subject a foreign entity to service of process, taxation, or regulation under law of this state other than this chapter.
RCW 23.100.0605 — Washington Code / Title 23 / Chapter 100 / Section 0605
RCW 23.100.0605: Term of director.
Status: in_force

(1) Unless the organic rules otherwise provide, and subject to subsections (3) and (4) of this section and RCW 23.100.0202 (4), the term of a director expires at the annual members meeting following the director's election or appointment. The term of a director may not exceed three years. (2) Unless the organic rules otherwise provide, a director may be reelected. (3) Except as otherwise provided in subsection (4) of this section, a director continues to serve until a successor director is elected or appointed and qualifies or the director is removed, resigns, is adjudged incompetent, or dies. (4) Unless the organic rules otherwise provide, a director does not serve the remainder of the director's term if the director ceases to qualify to be a director.
RCW 23.95.550 — Washington Code / Title 23 / Chapter 95 / Section 550
RCW 23.95.550: Termination of registration.
Status: in_force

(1) The secretary of state may terminate the registration of a registered foreign entity in the manner provided in subsections (2) and (3) of this section if: (a) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state under this chapter or law of this state other than this chapter; (b) The entity does not deliver to the secretary of state for filing an annual report when it is due; (c) The entity does not have a registered agent as required by RCW 23.95.405 ; (d) The entity does not deliver to the secretary of state for filing a statement of change under RCW 23.95.430 if change occurs in the name or address of the entity's registered agent; (e) A governor, officer, or agent of the entity executed a document knowing it was false in any material respect with intent that the document be delivered to the secretary of state for filing; or (f) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation stating that it has been dissolved or disappeared as the result of a merger. (2) If the secretary of state determines that one or more grounds for termination exist under subsection (1) of this section, the secretary of state shall deliver a notice of the determination to the registered foreign entity's registered agent or, if the entity does not have a registered agent, to the entity's principal office. The notice must state the grounds for termination under subsection (1) of this section. (3) If the entity does not cure each ground for termination stated in the notice within sixty days after the notice is effective, the secretary of state shall terminate the registration of the foreign entity by filing a statement of termination that recites the ground or grounds for termination and the effective date of termination and delivering a copy of the statement of termination to the foreign entity. (4) The authority of a registered foreign entity to do business in this state ceases on the effective date of termination shown on the statement of termination. (5) The termination of a foreign entity's registration does not terminate the authority of the registered agent of the foreign entity.
RCW 23B.05.050 — Washington Code / Title 23B / Chapter 05 / Section 050
RCW 23B.05.050: Annual meeting of shareholders—Limitations—Terms of directors.
Status: in_force

A corporation registered under the investment company act of 1940 that limits the requirement to hold an annual meeting of shareholders in accordance with RCW 23B.07.010 (2) may include in its articles of incorporation or bylaws a provision establishing terms of directors which terms may be longer than one year.
RCW 23.95.310 — Washington Code / Title 23 / Chapter 95 / Section 310
RCW 23.95.310: Reservation of name.
Status: reserved

(1) A person may reserve the exclusive use of an entity name including the alternate name adopted pursuant to RCW 23.95.525 by delivering an application to the secretary of state for filing. The application must state the name and address of the applicant and the name to be reserved. If the secretary of state finds that the entity name is available, the secretary of state shall reserve the name for the applicant's exclusive use for one hundred eighty days. (2) The owner of a reserved entity name may transfer the reservation to another person that is not an individual by delivering to the secretary of state an executed notice in a record of the transfer which states the name and address of the transferee.
RCW 23B.14.320 — Washington Code / Title 23B / Chapter 14 / Section 320
RCW 23B.14.320: General or custodial receivership.
Status: in_force

A court in a judicial proceeding brought under RCW 23B.14.300 may appoint one or more general receivers to wind up and liquidate the business and affairs of the corporation, or, if the corporation is not yet dissolved, may appoint one or more custodial receivers to manage its business and affairs. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a general or custodial receiver. The hearing, and any resulting receivership, shall be conducted in accordance with chapter 7.60 RCW.
RCW 23B.10.200 — Washington Code / Title 23B / Chapter 10 / Section 200
RCW 23B.10.200: Amendment of bylaws by board of directors or shareholders.
Status: repealed

(1) A corporation's board of directors, subject to the limitations set forth in *RCW 23B.02.060 (4), may amend or repeal the corporation's bylaws, or adopt new bylaws, except to the extent that: (a) This power is reserved exclusively to the shareholders pursuant to the articles of incorporation or a shareholders' agreement authorized by RCW 23B.07.320 , or pursuant to RCW 23B.10.205 , 23B.10.210 , or any other provision of this title; or (b) The shareholders, in amending, repealing, or adopting a particular bylaw under subsection (2) of this section, provide expressly that the board of directors may not amend or repeal that bylaw. (2) A corporation's shareholders, subject to the limitations set forth in *RCW 23B.02.060 (4), may amend or repeal the corporation's bylaws, or adopt new bylaws, even though the bylaws may also be amended or repealed, or new bylaws may also be adopted, by its board of directors.
RCW 23B.25.020 — Washington Code / Title 23B / Chapter 25 / Section 020
RCW 23B.25.020: General social purposes.
Status: in_force

Every corporation governed by this chapter must be organized to carry out its business purpose under RCW 23B.03.010 in a manner intended to promote positive short-term or long-term effects of, or minimize adverse short-term or long-term effects of, the corporation's activities upon any or all of (1) the corporation's employees, suppliers, or customers; (2) the local, state, national, or world community; or (3) the environment.
RCW 23.100.0902 — Washington Code / Title 23 / Chapter 100 / Section 0902
RCW 23.100.0902: Effect of dissociation.
Status: in_force

(1) When a person is dissociated as a member: (a) The person's right to participate as a member in the management and conduct of the limited cooperative association's activities and affairs terminates; and (b) Subject to RCW 23.100.0903 , any financial rights owned by the person in the person's capacity as a member immediately before dissociation are owned by the person as a transferee. (2) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or other liability to the limited cooperative association or the other members which the person incurred while a member.
RCW 23B.01.202 — Washington Code / Title 23B / Chapter 01 / Section 202
RCW 23B.01.202: 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.16.020 — Washington Code / Title 23B / Chapter 16 / Section 020
RCW 23B.16.020: Inspection of records by shareholders.
Status: in_force

(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in RCW 23B.16.010 (5) if the shareholder gives the corporation an executed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy. (2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation an executed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy: (a) Excerpts from minutes of any meeting of the board of directors, or of any meeting of a committee of the board of directors while exercising the authority of the board of directors, minutes of any meeting of the shareholders, and records of corporate actions approved by the shareholders or board of directors or a committee thereof without a meeting, to the extent not subject to inspection under subsection (1) of this section; (b) Accounting records of the corporation; and (c) The record of shareholders. (3) A shareholder may inspect and copy the records described in subsection (2) of this section only if: (a) The shareholder's demand is made in good faith and for a proper purpose; (b) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and (c) The records are directly connected with the shareholder's purpose. (4) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws. (5) This section does not affect: (a) The right of a shareholder to inspect records under RCW 23B.07.200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or (b) The power of a court, independently of this title, to compel the production of corporate records for examination. (6) 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 23.86.022 — Washington Code / Title 23 / Chapter 86 / Section 022
RCW 23.86.022: Certificate of authority as insurance company—Filing of documents.
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 documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.
RCW 23.100.1007 — Washington Code / Title 23 / Chapter 100 / Section 1007
RCW 23.100.1007: Rescinding dissolution.
Status: in_force

(1) A limited cooperative association may rescind its dissolution, unless a statement of termination applicable to the association is effective, a superior court has entered an order under RCW 23.100.1003 dissolving the association, or the secretary of state has dissolved the association under RCW 23.95.610 . (2) Rescinding dissolution under this section requires: (a) The affirmative vote or consent of each member; (b) If a statement of dissolution applicable to the limited cooperative association has been filed by the secretary of state but has not become effective, the delivery to the secretary of state for filing of a statement of withdrawal applicable to the statement of dissolution; and (c) If a statement of dissolution applicable to the limited cooperative association is effective, the delivery to the secretary of state for filing of a statement of rescission stating the name of the association and that dissolution has been rescinded under this section. (3) If a limited cooperative association rescinds its dissolution: (a) The association resumes carrying on its activities and affairs as if dissolution had never occurred; (b) Subject to (c) of this subsection, any liability incurred by the association after the dissolution and before the rescission is effective is determined as if dissolution had never occurred; and (c) The rights of a third party arising out of conduct in reliance on the dissolution before the third party knew or had notice of the rescission may not be adversely affected.
RCW 23.100.1306 — Washington Code / Title 23 / Chapter 100 / Section 1306
RCW 23.100.1306: Statement of conversion—Effective date of conversion.
Status: in_force

(1) A statement of conversion must be executed by the converting entity and delivered to the secretary of state for filing. (2) A statement of conversion must contain: (a) The name, jurisdiction of formation, and type of entity of the converting entity; (b) The name of the converted entity; (c) If the statement of conversion 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 plan of conversion was approved in accordance with this subchapter; and (e) The public organic record of the converted entity, as an attachment. (3) In addition to the requirements of subsection (2) of this section, a statement of conversion may contain any other provision not prohibited by law. (4) The public organic record of the converted entity must satisfy the requirements of the law of this state, except that the public organic record does not need to be executed and may omit any provision that is not required to be included in a restatement of the public organic record. (5) A plan of conversion that is executed by a converting entity 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 conversion and on filing has the same effect. If a plan of conversion is filed as provided in this subsection, references in this subchapter to a statement of conversion refer to the plan of conversion filed under this subsection. (6) A statement of conversion is effective on the date and time of filing or the later date and time specified in the statement of conversion. (7) The conversion becomes effective when the statement of conversion is effective.
RCW 23B.03.040 — Washington Code / Title 23B / Chapter 03 / Section 040
RCW 23B.03.040: Ultra vires.
Status: in_force

(1) Except as provided in subsection (2) of this section, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged: (a) In a proceeding by a shareholder against the corporation to enjoin the act; (b) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (c) In a proceeding by the attorney general under RCW 23B.14.300 . (3) In a shareholder's proceeding under subsection (2)(a) of this section to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, and may award damages for loss suffered by the corporation or another party because of enjoining or setting aside the unauthorized act.
RCW 23.86.250 — Washington Code / Title 23 / Chapter 86 / Section 250
RCW 23.86.250: Dissolution.
Status: in_force

The members of any association may by the vote of two-thirds of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, vote to dissolve said association after notice of the proposed dissolution has been given to all members entitled to vote thereon, in the manner provided by the bylaws, and thereupon such proceeding shall be had for the dissolution of said association as is provided by law for the dissolution of corporations organized under chapter 24.06 RCW: PROVIDED, That if the total vote upon the proposed dissolution shall be less than twenty-five percent of the total membership of the association, the dissolution shall not be approved. At the meeting, members may vote upon the proposed dissolution in person, or by written proxy, or by mailed ballot.
RCW 23.86.230 — Washington Code / Title 23 / Chapter 86 / Section 230
RCW 23.86.230: Merger of cooperative association with one or more cooperative associations or business corporations—Rights, powers, duties and liabilities of surviving entity—Articles.
Status: in_force

(1) Upon issuance of the certificate of merger by the secretary of state, the merger of the cooperative association into another cooperative association or ordinary business corporation, as the case may be, shall be effected. (2) When merger has been effected: (a) The several parties to the plan of merger shall be a single cooperative association or corporation, as the case may be, which shall be that cooperative association or corporation designated in the plan of merger as the survivor. (b) The separate existence of all parties to the plan of merger, except that of the surviving cooperative association or corporation, shall cease. (c) If the surviving entity is a cooperative association, it shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a cooperative association organized under chapter 23.86 RCW. If the surviving entity is an ordinary business corporation, it shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized or existing under Title 23B RCW. (d) Such surviving cooperative association or corporation, as the case may be, shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, both public and private of each of the merging organizations, to the extent that such rights, privileges, immunities, and franchises are not inconsistent with the corporate nature of the surviving organization; and all property, real, personal and mixed, and all debts due on whatever account, including subscriptions to shares, and all other choses in action, and all and every other interest of or belonging to or due to each of the organizations so merged shall be taken and deemed to be transferred to and vested in such surviving cooperative association or corporation, as the case may be, without further act or deed; and the title to any real estate, or any interest therein, vested in any such merged cooperative association shall not revert or be in any way impaired by reason of such merger. (3) The surviving cooperative association or corporation, as the case may be, shall, after the merger is effected, be responsible and liable for all the liabilities and obligations of each of the organizations so merged; and any claim existing or action or proceeding pending by or against any of such organizations may be prosecuted as if the merger had not taken place and the surviving cooperative association or corporation may be substituted in its place. Neither the right of creditors nor any liens upon the property of any cooperative association or corporation party to the merger shall be impaired by the merger. (4) The articles of incorporation of the surviving cooperative association or of the surviving ordinary business corporation, as the case may be, shall be deemed to be amended to the extent, if any, that changes in such articles are stated in the plan of merger.
RCW 23.95.205 — Washington Code / Title 23 / Chapter 95 / Section 205
RCW 23.95.205: Forms.
Status: in_force

(1) The secretary of state may provide forms for entity filings required or permitted to be made by Title 23 , 23B , 24 , or 25 RCW, but, except as otherwise provided in subsection (2) of this section, their use is not required. (2) The secretary of state may require that a cover sheet for an entity filing and an annual report be on forms prescribed by the secretary of state.
RCW 23B.25.060 — Washington Code / Title 23B / Chapter 25 / Section 060
RCW 23B.25.060: Duties of officer—Standards—Liabilities.
Status: in_force

(1) An officer of a social purpose corporation with discretionary authority shall discharge the officer's duties under that authority in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation in accordance with RCW 23B.08.420 . (2) Unless the articles of incorporation provide otherwise, in discharging his or her duties as an officer, the officer of a social purpose corporation may consider and give weight to one or more of the social purposes of the corporation as the officer deems relevant. (3) Any action taken as an officer of a social purpose corporation, or any failure to take any action, that the officer reasonably believes is intended to promote one or more of the social purposes of the corporation shall be deemed to be in the best interests of the corporation. (4) An officer of a social purpose corporation is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section. (5) Nothing in this chapter creates any liability or grants any right in or for any person or any cause of action by or for any person, and an officer shall not be responsible to any party other than the corporation and its shareholders. (6) Nothing in this chapter alters the general standards for any officer of a corporation that is not a social purpose corporation.
RCW 23B.08.580 — Washington Code / Title 23B / Chapter 08 / Section 580
RCW 23B.08.580: Insurance.
Status: in_force

A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under RCW 23B.08.510 or 23B.08.520 .
RCW 23.100.0114 — Washington Code / Title 23 / Chapter 100 / Section 0114
RCW 23.100.0114: Subjects covered outside chapter.
Status: in_force

The following subjects are covered in whole or in part outside this chapter: (1) Delivery of record: RCW 23.95.110 ; (2) Filing with secretary of state: RCW 23.95.200 through 23.95.265 ; (3) Name of entity: RCW 23.95.300 through 23.95.315 ; (4) Registered agent of entity: RCW 23.95.400 through 23.95.460 ; (5) Foreign entities: RCW 23.95.500 through 23.95.555 ; (6) Administrative dissolution: RCW 23.95.600 through 23.95.625 ; (7) Miscellaneous provisions, including supplemental principles of law and reservation of power to amend or repeal: RCW 23.95.700 through 23.95.715 .
RCW 23B.14.394 — Washington Code / Title 23B / Chapter 14 / Section 394
RCW 23B.14.394: Certificate of authority from department of financial institutions—Filing of records.
Status: in_force

For any corporation or other entity that has, is applying for, or intends to apply for a certificate of authority from the department of financial institutions as a bank, trust company, or the holding company thereof, under *Title 30 RCW, or as a savings bank or holding company thereof, under Title 32 RCW, or for any other corporation or other entity which is or purports to be a bank, savings bank, savings and loan association, trust company, industrial loan bank, credit union, bank holding company, financial holding company, or savings and loan holding company, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the department of financial institutions.
RCW 23.95.605 — Washington Code / Title 23 / Chapter 95 / Section 605
RCW 23.95.605: Grounds.
Status: in_force

The secretary of state may commence a proceeding under RCW 23.95.610 to dissolve a domestic entity administratively if: (1) The entity does not pay any fee, interest, or penalty required to be paid to the secretary of state when due; (2) The entity does not deliver an annual report to the secretary of state not later than one hundred twenty days after it is due; (3) The entity does not have a registered agent in this state for thirty consecutive days; or (4) The entity's period of duration stated in its public organic record expired.
RCW 23B.06.310 — Washington Code / Title 23B / Chapter 06 / Section 310
RCW 23B.06.310: Corporation's acquisition of its own shares.
Status: in_force

(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation. (3) The board of directors may adopt articles of amendment under this section without shareholder approval and deliver them to the secretary of state for filing. The articles must set forth: (a) The name of the corporation; (b) The reduction in the number of authorized shares, itemized by class and series; and (c) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.
RCW 23B.08.210 — Washington Code / Title 23B / Chapter 08 / Section 210
RCW 23B.08.210: Corporate action without meeting.
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, corporate action required or permitted by this title to be approved at a board of directors' meeting may be approved without a meeting if the corporate action is approved by all members of the board. The approval of the corporate action must be evidenced by one or more written consents describing the corporate action being approved, executed by each director either before or after the corporate action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) A written consent in the form of an electronic transmission will be deemed to have been executed by a director if it indicates the director'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 director and the date on which the director transmitted the electronic transmission. (3) Corporate action is approved under this section when the last director executes the consent. (4) A consent under this section has the effect of a meeting vote and may be described as such in any document.
RCW 23B.08.220 — Washington Code / Title 23B / Chapter 08 / Section 220
RCW 23B.08.220: Notice of meeting.
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting. (2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
RCW 23B.900.050 — Washington Code / Title 23B / Chapter 900 / Section 050
RCW 23B.900.050: Section headings—1989 c 165.
Status: in_force

Section headings as used in this title do not constitute any part of the law.
RCW 23.100.1307 — Washington Code / Title 23 / Chapter 100 / Section 1307
RCW 23.100.1307: Effect of conversion.
Status: in_force

(1) When a conversion becomes effective: (a) The converted entity is: (i) Organized under and subject to the organic law of the converted entity; and (ii) The same entity without interruption as the converting entity; (b) All property of the converting entity continues to be vested in the converted entity without transfer, reversion, or impairment; (c) All debts, obligations, and other liabilities of the converting entity continue as debts, obligations, and other liabilities of the converted entity; (d) Except as otherwise provided by law or the plan of conversion, all the rights, privileges, immunities, powers, and purposes of the converting entity remain in the converted entity; (e) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding; (f) If a converted entity is a filing entity, its public organic record is effective; (g) The private organic rules of the converted entity which are to be in a record, if any, approved as part of the plan of conversion are effective; and (h) The interests in the converting entity are converted, and the interest holders of the converting entity are entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under the converting entity's organic law. (2) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion 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 converting entity. (3) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and becomes subject to interest holder liability with respect to a domestic entity as a result of the conversion has interest holder liability only to the extent provided by the organic law of the entity and only for those debts, obligations, and other liabilities that are incurred after the conversion becomes effective. (4) When a conversion becomes effective, the interest holder liability of a person that ceases to hold an interest in a converting entity with respect to which the person had interest holder liability is subject to the following rules: (a) The conversion does not discharge any interest holder liability under the organic law of the converting entity to the extent the interest holder liability was incurred before the conversion became effective. (b) The person does not have interest holder liability under the organic law of the domestic entity for any debt, obligation, or other liability that is incurred after the conversion becomes effective. (c) The organic law of the converting entity continues to apply to the release, collection, or discharge of any interest holder liability preserved under (a) of this subsection as if the conversion had not occurred. (d) The person has whatever rights of contribution from any other person as are provided by other law or the organic rules of the converting entity with respect to any interest holder liability preserved under (a) of this subsection as if the conversion had not occurred. (5) A conversion does not require the entity to wind up its affairs and does not constitute or cause the dissolution of the entity.
RCW 23.100.0701 — Washington Code / Title 23 / Chapter 100 / Section 0701
RCW 23.100.0701: Indemnification and advancement of expenses—Insurance.
Status: in_force

(1) Indemnification and advancement of expenses of an individual who has incurred liability or is a party, or is threatened to be made a party, to litigation because of the performance of a duty to, or activity on behalf of, a limited cooperative association is governed by Title 23B RCW. (2) A limited cooperative association may purchase and maintain insurance on behalf of any individual against liability asserted against or incurred by the individual to the same extent and subject to the same conditions as provided by Title 23B RCW.
RCW 23B.08.230 — Washington Code / Title 23B / Chapter 08 / Section 230
RCW 23B.08.230: Waiver of notice.
Status: in_force

(1) A director may waive any notice required by this title, the articles of incorporation, or bylaws before or after the date and time stated in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided by subsection (2) of this section, the waiver must be in writing, executed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any corporate action approved at the meeting.
RCW 23B.10.040 — Washington Code / Title 23B / Chapter 10 / Section 040
RCW 23B.10.040: Voting on amendments to articles of incorporation by voting groups.
Status: in_force

(1) Except as otherwise required by subsection (3) of this section or otherwise permitted by subsection (4) of this section, the holders of the outstanding shares of a class or series are entitled to vote as a separate voting group on a proposed amendment if shareholder voting is otherwise required by this title and if the amendment would: (a) Increase the aggregate number of authorized shares of the class or series; (b) Effect an exchange or reclassification of all or part of the issued and outstanding shares of the class or series into shares of another class or series, thereby adversely affecting the holders of the shares so exchanged or reclassified; (c) Change the rights, preferences, or limitations of all or part of the issued and outstanding shares of the class or series, thereby adversely affecting the holders of shares of the class or series; (d) Change all or part of the issued and outstanding shares of the class or series into a different number of shares of the same class or series, thereby adversely affecting the holders of shares of the class or series; (e) Create a new class or series of shares having rights or preferences with respect to distributions or to dissolution that are, or upon designation by the board of directors in accordance with RCW 23B.06.020 may be, prior, superior, or substantially equal to the shares of the class or series; (f) Increase the rights or preferences with respect to distributions or to dissolution, or the number of authorized shares of any class or series that, after giving effect to the amendment, has rights or preferences with respect to distributions or to dissolution that are, or upon designation by the board of directors in accordance with RCW 23B.06.020 may be, prior, superior, or substantially equal to the shares of the class or series; (g) Limit or deny an existing preemptive right of all or part of the shares of the class or series; (h) Cancel or otherwise adversely affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class or series; or (i) Effect a redemption or cancellation of all or part of the shares of the class or series in exchange for cash or any other form of consideration other than shares of the corporation. (2) If a proposed amendment would affect only a series of a class of shares in one or more of the ways described in subsection (1) of this section, only the shares of that series are entitled to vote as a separate voting group on the proposed amendment. A voting group entitled to vote separately under this section may never comprise a group of holders smaller than the holders of a single class or series authorized and designated as a class or series in the articles of incorporation, unless otherwise provided in the articles of incorporation or unless the board of directors conditions its submission of the proposed amendment on a separate vote by one or more smaller voting groups. (3) If a proposed amendment, that would otherwise entitle two or more classes or series of shares to vote as separate voting groups under this section, would affect those two or more classes or series in the same or a substantially similar way, then instead of voting as separate voting groups the shares of all similarly affected classes or series shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or unless the board of directors conditions its submission of the proposed amendment on a separate vote by one or more classes or series. (4) A class or series of shares is entitled to the voting group rights granted by this section although the articles of incorporation generally describe the shares of the class or series as nonvoting shares. The articles of incorporation may, however, limit or deny the voting group rights granted by subsection (1)(a), (e), or (f) of this section as to any class or series of issued or unissued shares, by means of a provision that makes explicit reference to the limitation or denial of voting group rights that would otherwise apply under subsection (1)(a), (e), or (f) of this section.
RCW 23.95.440 — Washington Code / Title 23 / Chapter 95 / Section 440
RCW 23.95.440: Change of name, address, type of entity, or jurisdiction of formation by commercial registered agent.
Status: in_force

(1) If a commercial registered agent changes its name, its address as listed under RCW 23.95.420 (1), its type of entity, or its jurisdiction of formation, the agent shall deliver to the secretary of state for filing a statement of change executed by the agent which states: (a) The name of the agent as listed under RCW 23.95.420 (1); (b) If the name of the agent has changed, the new name; (c) If the address of the agent has changed, the new address; and (d) If the agent is an entity: (i) If the type of entity of the agent has changed, the new type of entity; and (ii) If the jurisdiction of formation of the agent has changed, the new jurisdiction of formation. (2) The filing by the secretary of state of a statement of change under subsection (1) of this section is effective to change the information regarding the agent with respect to each entity represented by the agent. (3) A commercial registered agent promptly shall furnish to each entity represented by it a notice in a record of the filing by the secretary of state of a statement of change relating to the name or address of the agent and the changes made in the statement. (4) If a commercial registered agent changes its address without delivering for filing a statement of change as required by this section, the secretary of state may cancel the listing of the agent under RCW 23.95.420 . A cancellation under this subsection has the same effect as a termination under RCW 23.95.425 . Promptly after canceling the listing of an agent, the secretary of state shall serve notice in a record in the manner provided in RCW 23.95.450 (2) or (3) on: (a) Each entity represented by the agent, stating that the agent has ceased to be the registered agent for the entity and that, until the entity designates a new registered agent, service of process may be made on the entity as provided in RCW 23.95.450 ; and (b) The agent, stating that the listing of the agent has been canceled under this section.
RCW 23B.02.080 — Washington Code / Title 23B / Chapter 02 / Section 080
RCW 23B.02.080: Forum selection.
Status: in_force

(1) The articles of incorporation or bylaws may contain provisions that require any or all internal corporate proceedings to be commenced and maintained exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. (2) A provision permitted under subsection (1) of this section: (a) May not confer jurisdiction on any court, over any person, or of any proceeding; and (b) May not (i) prohibit commencing or maintaining an internal corporate proceeding in the courts of this state or (ii) require claims asserted in an internal corporate proceeding to be determined by arbitration. (3) If the court or courts of this state specified in a provision permitted under subsection (1) of this section do not have jurisdiction, but any other court or courts specified in the provision do have jurisdiction, then the internal corporate proceeding may be commenced and maintained: (a) In any court of this state that has jurisdiction; or (b) In any other court specified in the provision that has jurisdiction. (4) If no court specified in a provision permitted under subsection (1) of this section has jurisdiction, then the internal corporate proceeding may be commenced and maintained in any court that has jurisdiction. (5) For purposes of this section, "internal corporate proceeding" means (a) any proceeding asserting a claim based on a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity, (b) any proceeding commenced or maintained in the right of the corporation, (c) any proceeding asserting a claim arising pursuant to any provision of the act or the corporation's articles of incorporation or bylaws, or (d) any proceeding asserting a claim concerning the internal affairs of the corporation that is not included in (a) through (c) of this subsection.
RCW 23.100.1302 — Washington Code / Title 23 / Chapter 100 / Section 1302
RCW 23.100.1302: Conversion authorized.
Status: in_force

By complying with this section and RCW 23.100.1303 through 23.100.1307 , a domestic qualifying entity may become a domestic limited cooperative association.
RCW 23B.08.050 — Washington Code / Title 23B / Chapter 08 / Section 050
RCW 23B.08.050: Terms of directors—Generally.
Status: in_force

(1) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) The terms of all other directors expire at the next annual shareholders' meeting following their election unless (a) their terms are staggered under RCW 23B.08.060 then at the applicable second or third annual shareholders' meeting following their election; or (b) their terms are otherwise governed by RCW 23B.05.050 , except to the extent (i) the terms are otherwise provided in a bylaw adopted pursuant to RCW 23B.10.205 , or (ii) a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election. (3) A decrease in the number of directors does not shorten an incumbent director's term. (4) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. (5) Except to the extent otherwise provided in the articles of incorporation or pursuant to RCW 23B.10.205 , if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualified or there is a decrease in the number of directors.
RCW 23.100.0608 — Washington Code / Title 23 / Chapter 100 / Section 0608
RCW 23.100.0608: Suspension of director by board.
Status: in_force

(1) A board of directors may suspend a director if, considering the director's course of conduct and the inadequacy of other available remedies, immediate suspension is necessary for the best interests of the association and the director is engaging, or has engaged, in: (a) Fraudulent conduct with respect to the association or its members; (b) Abuse of the position of director; (c) Intentional or reckless infliction of harm on the association; (d) Failure to substantially perform the duties of a director; (e) Actions not in the best interests of the association; (f) Behavior that is disruptive to the proceedings of the board of directors; or (g) Any other behavior, act, or omission as provided by the organic rules. (2) A suspension under this section is effective until the next meeting of members at which directors are elected. (3) A director suspended under this section is, during the period of suspension, treated as though not a director. (4) A suspension under this section requires concurrence of two-thirds of the full membership of the board of directors, excluding the director who is the subject of the vote to suspend.
RCW 23.95.620 — Washington Code / Title 23 / Chapter 95 / Section 620
RCW 23.95.620: Judicial review of denial of reinstatement.
Status: in_force

(1) If the secretary of state denies a domestic entity's application for reinstatement following administrative dissolution, the secretary of state shall serve the entity with a notice in a record that explains the reasons for denial. (2) An entity may seek judicial review of denial of reinstatement in the superior court not later than thirty days after service of the notice of denial.
RCW 23B.02.030 — Washington Code / Title 23B / Chapter 02 / Section 030
RCW 23B.02.030: Effect of filing.
Status: in_force

(1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed. (2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to the incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily to dissolve the corporation.
RCW 23.100.1002 — Washington Code / Title 23 / Chapter 100 / Section 1002
RCW 23.100.1002: Nonjudicial dissolution.
Status: in_force

Except as otherwise provided in RCW 23.100.1003 and 23.95.615 , a limited cooperative association is dissolved and its activities must be wound up: (1) Upon the occurrence of an event or at a time specified in the articles of organization; (2) Upon the action of the association's organizers, board of directors, or members under RCW 23.100.1004 or 23.100.1005 ; or (3) Ninety days after the dissociation of a member, which results in the association having one patron member and no other members, unless the association: (a) Has a sole member that is a cooperative; or (b) Not later than the end of the ninety-day period, admits at least one member in accordance with the organic rules and has at least two members, at least one of which is a patron member.
RCW 23B.06.300 — Washington Code / Title 23B / Chapter 06 / Section 300
RCW 23B.06.300: Shareholders' preemptive rights.
Status: in_force

(1) The shareholders of a corporation do not have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation provide otherwise or as set forth in subsection (2) of this section. A statement included in the articles of incorporation that "the corporation elects to have preemptive rights," or words of similar import, means that the provisions set forth in subsection (3) of this section apply except to the extent that the articles of incorporation provide otherwise. (2) Unless the articles of incorporation provide otherwise, the shareholders of a corporation formed before January 1, 2020, have a preemptive right to acquire the corporation's unissued shares. (3) If shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares under this section, the following provisions apply: (a) Unless the articles of incorporation provide otherwise, such preemptive right is granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (b) Unless the articles of incorporation provide otherwise, a shareholder may waive the shareholder's preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (c) Unless the articles of incorporation provide otherwise, there is no preemptive right with respect to: (i) Shares issued as compensation to directors, officers, agents, employees, or other service providers of the corporation, or its subsidiaries or affiliates; (ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, or its subsidiaries or affiliates; (iii) Shares issued pursuant to the corporation's initial plan of financing; and (iv) Shares issued for consideration other than money. (d) Unless the articles of incorporation provide otherwise: (i) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class; and (ii) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights. (e) Unless the articles of incorporation provide otherwise, shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights. (f) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
RCW 23B.05.030 — Washington Code / Title 23B / Chapter 05 / Section 030
RCW 23B.05.030: Resignation of registered agent.
Status: in_force

A registered agent may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 23B.10.205 — Washington Code / Title 23B / Chapter 10 / Section 205
RCW 23B.10.205: Amendment of bylaws—Election of directors.
Status: repealed

(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section or alter the vote specified in RCW 23B.07.280 (4), or cumulative voting is authorized, a public company may elect in its bylaws to be governed in the election of directors as follows: (a) Each vote entitled to be cast may be voted for, voted against, or withheld for one or more candidates up to that number of candidates that is equal to the number of directors to be elected but without cumulating the votes, or a shareholder may indicate an abstention for one or more candidates; (b) To be elected, a candidate must have received the number, percentage, or level of votes specified in the bylaws; provided that holders of shares entitled to vote in the election and constituting a quorum are present at the meeting. Except in a contested election as provided in (e) of this subsection, a candidate who does not receive the number, percentage, or level of votes specified in the bylaws but who was a director at the time of the election shall continue to serve as a director for a term that shall terminate on the date that is the earlier of (i) the date specified in the bylaw, but not longer than ninety days from the date on which the voting results are determined pursuant to RCW 23B.07.035 (2), or (ii) the date on which an individual is selected by the board of directors to fill the office held by such director, which selection shall be deemed to constitute the filling of a vacancy by the board to which RCW 23B.08.100 applies; (c) A bylaw adopted pursuant to this section may provide that votes cast against and/or withheld as to a candidate are to be taken into account in determining whether the number, percentage, or level of votes required for election has been received. Unless the bylaw specifies otherwise, only votes cast are to be taken into account and a ballot marked "withheld" in respect to a share is deemed to be a vote cast. Unless the bylaws specify otherwise, shares otherwise present at the meeting but for which there is an abstention or as to which no authority or direction to vote in the election is given or specified, are not deemed to be votes cast in the election; (d) The board of directors may select any qualified individual to fill the office held by a director who did not receive the specified vote for election referenced in (b) of this subsection; and (e) Unless the bylaw specifies otherwise, a bylaw adopted pursuant to this subsection (1) shall not apply to an election of directors by a voting group if (i) at the expiration of the time fixed under a provision requiring advance notification of director candidates, or (ii) absent such a provision, at a time fixed by the board of directors which is not more than fourteen days before notice is given of the meeting at which the election is to occur, there are more candidates for election by the voting group than the number of directors to be elected, one or more of whom are properly proposed by shareholders. An individual shall not be considered a candidate for purposes of this subsection (1)(e) if the board of directors determines before the notice of meeting is given that such individual's candidacy does not create a bona fide election contest. (2) A bylaw containing an election to be governed by this section may be repealed or amended: (a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or (b) If adopted by the board of directors, by the board of directors or the shareholders.
RCW 23.95.510 — Washington Code / Title 23 / Chapter 95 / Section 510
RCW 23.95.510: Foreign registration statement.
Status: in_force

(1) To register to do business in this state, a foreign entity must deliver a foreign registration statement to the secretary of state for filing. The statement must be executed by the entity and state: (a) The name of the foreign entity and, if the name does not comply with RCW 23.95.300 , an alternate name adopted pursuant to RCW 23.95.525 ; (b) The type of entity and, if it is a foreign limited partnership, whether it is a foreign limited liability limited partnership; (c) The entity's jurisdiction of formation; (d) The street and mailing addresses of the entity's principal office and, if the law of the entity's jurisdiction of formation requires the entity to maintain an office in that jurisdiction, the street and mailing addresses of the office; (e) The information required by RCW 23.95.415 (1); (f) The names and addresses of the entity's governors and, if the entity is a business corporation or nonprofit corporation, the names and addresses of its officers; (g) The date of the entity's formation and period of duration; (h) The nature of the entity's business or purposes to be conducted or promoted in this state; and (i) The date on which the entity first did, or intends to do, business in this state. (2) The foreign entity shall deliver with the registration statement a certificate of existence, or a document of similar import, issued no more than sixty days before the date of submission of the registration statement and duly authenticated by the secretary of state or other official having custody of the entity's records in the entity's jurisdiction of formation.
RCW 23B.13.270 — Washington Code / Title 23B / Chapter 13 / Section 270
RCW 23B.13.270: After-acquired shares.
Status: in_force

(1) A corporation may elect to withhold payment required by RCW 23B.13.250 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action. (2) To the extent the corporation elects to withhold payment under subsection (1) of this section, after the effective date of the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall deliver with its offer an explanation of how it estimated the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under RCW 23B.13.280 .
RCW 23.100.0804 — Washington Code / Title 23 / Chapter 100 / Section 0804
RCW 23.100.0804: Distributions.
Status: in_force

(1) Unless the organic rules otherwise provide and subject to RCW 23.100.0806 , the board of directors may authorize, and the limited cooperative association may make, distributions to members. (2) Unless the organic rules otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association's own or other securities.
RCW 23B.08.440 — Washington Code / Title 23B / Chapter 08 / Section 440
RCW 23B.08.440: Contract rights of officers.
Status: in_force

(1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
RCW 23.100.1004 — Washington Code / Title 23 / Chapter 100 / Section 1004
RCW 23.100.1004: Voluntary dissolution before commencement of activity.
Status: in_force

A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
RCW 23B.15.090 — Washington Code / Title 23B / Chapter 15 / Section 090
RCW 23B.15.090: Resignation of registered agent of foreign corporation.
Status: in_force

The registered agent of a foreign corporation may resign as agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 23B.14.220 — Washington Code / Title 23B / Chapter 14 / Section 220
RCW 23B.14.220: Reinstatement following administrative dissolution—Application.
Status: in_force

(1) A corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615 .
RCW 23.86.087 — Washington Code / Title 23 / Chapter 86 / Section 087
RCW 23.86.087: Removal of officers or directors.
Status: in_force

Any member may bring charges against an officer or director by filing charges in writing with the secretary of the association, together with a petition signed by ten percent of the members requesting the removal of the officer or director in question. The removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members voting, the association may remove the officer or director and fill the vacancy. The director or officer against whom such charges have been brought shall be informed in writing of the charges prior to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses. The person or persons bringing the charges shall have the same opportunity. If the bylaws provide for election of directors by districts, the petition for removal of a director must be signed by the number of members residing in the district from which the officer or director was elected as the articles of incorporation or bylaws specify and, in the absence of such specification, the petition must be signed by ten percent of the members residing in the district. The board of directors must call a special meeting of the members residing in that district to consider the removal of the director. By a vote of the majority of the members of the district voting, the association may remove the officer or director and fill the vacancy.
RCW 23.95.415 — Washington Code / Title 23 / Chapter 95 / Section 415
RCW 23.95.415: Designation of registered agent.
Status: in_force

(1) A registered agent filing must be executed by the represented entity and state: (a) The name of the entity's commercial registered agent; or (b) If the entity does not have a commercial registered agent: (i) The name and address of the entity's noncommercial registered agent; or (ii) The title of an office or other position with the entity, if service of process, notices, and demands are to be sent to whichever individual is holding that office or position, and the address to which process, notices, or demands are to be sent. (2) A registered agent shall not be appointed without having given prior consent in a record to the appointment. The consent shall be delivered to the secretary of state in such form as the secretary of state may prescribe. The consent shall be filed with or as a part of the record first appointing a registered agent. In the event any individual or entity has been appointed registered agent without consent, that individual or entity may deliver to the secretary of state a notarized statement attesting to that fact, and the name shall immediately be removed from the records of the secretary of state.
RCW 23B.15.060 — Washington Code / Title 23B / Chapter 15 / Section 060
RCW 23B.15.060: Corporate name of foreign corporation.
Status: in_force

The corporate name of a foreign corporation registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
RCW 23B.04.030 — Washington Code / Title 23B / Chapter 04 / Section 030
RCW 23B.04.030: Registered name.
Status: in_force

A foreign corporation may register its corporate name in accordance with RCW 23.95.315 .
RCW 23.95.105 — Washington Code / Title 23 / Chapter 95 / Section 105
RCW 23.95.105: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise or as set forth in RCW 23.95.400 or 23.95.600 . (1) "Annual report" means the report required by RCW 23.95.255 . (2) "Business corporation" means a domestic business corporation incorporated under or subject to Title 23B RCW or a foreign business corporation. (3) "Commercial registered agent" means a person listed under RCW 23.95.420 . (4) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state. (5) "Electronic transmission" means an electronic communication: (a) Not directly involving the physical transfer of a record in a tangible medium; and (b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient. (6) "Entity" means: (a) A business corporation; (b) A nonprofit corporation; (c) A limited liability partnership; (d) A limited partnership; (e) A limited liability company; (f) A general cooperative association; or (g) A limited cooperative association. (7) "Entity filing" means a record delivered to the secretary of state for filing pursuant to this chapter. (8) "Execute," "executes," or "executed" means with present intent to authenticate or adopt a record: (a) To sign or adopt a tangible symbol; (b) To attach to or logically associate with the record an electronic symbol, sound, or process; or (c) With respect to a record to be filed with the secretary of state, in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state. (9) "Filed record" means a record filed by the secretary of state pursuant to this chapter. (10) "Foreign," with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state. (11) "General cooperative association" means a domestic general cooperative association formed under or subject to chapter 23.86 RCW. (12) "Governor" means: (a) A director of a business corporation; (b) A director of a nonprofit corporation; (c) A partner of a limited liability partnership; (d) A general partner of a limited partnership; (e) A manager of a manager-managed limited liability company; (f) A member of a member-managed limited liability company; (g) A director of a general cooperative association; (h) A director of a limited cooperative association; or (i) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. (13) "Interest" means: (a) A share in a business corporation; (b) A membership in a nonprofit corporation; (c) A share in a nonprofit corporation formed under chapter 24.06 RCW; (d) A partnership interest in a limited liability partnership; (e) A partnership interest in a limited partnership; (f) A limited liability company interest; (g) A share or membership in a general cooperative association; or (h) A member's interest in a limited cooperative association. (14) "Interest holder" means: (a) A shareholder of a business corporation; (b) A member of a nonprofit corporation; (c) A shareholder of a nonprofit corporation formed under chapter 24.06 RCW; (d) A partner of a limited liability partnership; (e) A general partner of a limited partnership; (f) A limited partner of a limited partnership; (g) A member of a limited liability company; (h) A shareholder or member of a general cooperative association; or (i) A member of a limited cooperative association. (15) "Jurisdiction," when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (16) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity. (17) "Limited cooperative association" means a domestic limited cooperative association formed under or subject to chapter 23.100 RCW or a foreign limited cooperative association. (18) "Limited liability company" means a domestic limited liability company formed under or subject to chapter 25.15 RCW or a foreign limited liability company. (19) "Limited liability limited partnership" means a domestic limited liability limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited liability limited partnership. (20) "Limited liability partnership" means a domestic limited liability partnership registered under or subject to chapter 25.05 RCW or a foreign limited liability partnership. (21) "Limited partnership" means a domestic limited partnership formed under or subject to chapter 25.10 RCW or a foreign limited partnership. "Limited partnership" includes a limited liability limited partnership. (22) "Noncommercial registered agent" means a person that is not a commercial registered agent and is: (a) An individual or domestic or foreign entity that serves in this state as the registered agent of an entity; (b) An individual who holds the office or other position in an entity which is designated as the registered agent pursuant to RCW 23.95.415 (1)(b)(ii); or (c) A government, governmental subdivision, agency, or instrumentality, or a separate legal entity comprised of two or more of these entities, that serves as the registered agent of an entity. (23) "Nonprofit corporation" means a domestic nonprofit corporation incorporated under or subject to chapter 24.03A or 24.06 RCW or a foreign nonprofit corporation. (24) "Nonregistered foreign entity" means a foreign entity that is not registered to do business in this state pursuant to a statement of registration filed by the secretary of state. (25) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (26) "Organic rules" means the public organic record and private organic rules of an entity. (27) "Person" means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (28) "Principal office" means the principal executive office of an entity, whether or not the office is located in this state. (29) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. "Private organic rules" includes: (a) The bylaws of a business corporation and any agreement among shareholders pursuant to RCW 23B.07.320 ; (b) The bylaws of a nonprofit corporation; (c) The partnership agreement of a limited liability partnership; (d) The partnership agreement of a limited partnership; (e) The limited liability company agreement; (f) The bylaws of a general cooperative association; and (g) The bylaws of a limited cooperative association. (30) "Proceeding" means civil suit and criminal, administrative, and investigatory action. (31) "Property" means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. (32) "Public organic record" means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. The term includes: (a) The articles of incorporation of a business corporation; (b) The articles of incorporation of a nonprofit corporation; (c) The certificate of limited partnership of a limited partnership; (d) The certificate of formation of a limited liability company; (e) The articles of incorporation of a general cooperative association; (f) The articles of organization of a limited cooperative association; and (g) The document under the laws of another jurisdiction that is equivalent to a document listed in this subsection. (33) "Receipt," as used in this chapter, means actual receipt. "Receive" has a corresponding meaning. (34) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (35) "Registered agent" means an agent of an entity which is authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The term includes a commercial registered agent and a noncommercial registered agent. (36) "Registered foreign entity" means a foreign entity that is registered to do business in this state pursuant to a certificate of registration filed by the secretary of state. (37) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (38) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material. (39) "Transfer" includes: (a) An assignment; (b) A conveyance; (c) A sale; (d) A lease; (e) An encumbrance, including a mortgage or security interest; (f) A change of record owner of interest; (g) A gift; and (h) A transfer by operation of law. (40) "Type of entity" means a generic form of entity: (a) Recognized at common law; or (b) Formed under an organic law, whether or not some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.
RCW 23.95.300 — Washington Code / Title 23 / Chapter 95 / Section 300
RCW 23.95.300: Permitted names.
Status: reserved

(1) The name of a domestic entity and the name under which a foreign entity may register to do business in this state , must be distinguishable on the records of the secretary of state from any: (a) Name of an existing domestic entity which at the time is not administratively dissolved; (b) Name of a foreign entity registered to do business in this state under Article 5 of this chapter; (c) Name reserved under RCW 23.95.310 ; or (d) Name registered under RCW 23.95.315 . (2) If an entity consents in a record to the use of its name and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable on the records of the secretary of state from any name in any category of names in subsection (1) of this section, the name of the consenting entity may be used by the person to which the consent was given. (3) A name may not be considered distinguishable on the records of the secretary of state from the name of another entity by virtue of: (a) A variation in the words, phrases, or abbreviations indicating the type of entity, such as "corporation," "corp.," "incorporated," "Inc.," "company," "co.," "social purpose corporation," "SPC," "S.P.C.," "professional corporation," "PC," "P.C.," "professional service," "PS," "P.S.," "Limited," "Ltd.," "limited partnership," "LP," "L.P.," "limited liability partnership," "LLP," "L.L.P.," "registered limited liability partnership," "RLLP," "R.L.L.P.," "limited liability limited partnership," "LLLP," "L.L.L.P.," "registered limited liability limited partnership," "RLLLP," "R.L.L.L.P.," "limited liability company," "LLC," "L.L.C.," "professional limited liability company," "PLLC," or "P.L.L.C."; (b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name; (c) Punctuation, capitalization, or special characters or symbols in the same name; or (d) Use of abbreviation or the plural form of a word in the same name. (4) An entity name may not contain language stating or implying that the entity is organized for a purpose other than those permitted by the entity's public organic record. (5) This chapter does not control the use of assumed business names or "trade names." (6) An entity may use a name that is not distinguishable from a name described in subsection (1) of this section if the entity delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the right of the entity to use the name in this state. (7) An entity may use the name, including the fictitious name, of another entity that is used in this state if the other entity is formed or authorized to transact business in this state and the proposed user entity: (a) Has merged with the other entity; or (b) Has been formed by reorganization of the other entity.
RCW 23B.10.010 — Washington Code / Title 23B / Chapter 10 / Section 010
RCW 23B.10.010: Authority to amend articles of incorporation.
Status: in_force

(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. (2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
RCW 23.86.405 — Washington Code / Title 23 / Chapter 86 / Section 405
RCW 23.86.405: Locally regulated utilities—Involuntary termination of electric service during heat-related alerts prohibited—Reconnection and repayment plan—Report.
Status: in_force

*** CHANGE IN 2026 *** (SEE 2575.SL ) ***

(1) As used in this section, any locally regulated utility as defined in RCW 23.86.400 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apartment buildings and residents of mobile homes, on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. (2)(a) A residential user at whose dwelling electric utility service has been disconnected for lack of payment may request that the locally regulated utility reconnect service on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. The locally regulated utility shall inform all customers in the notice of disconnection of the ability to seek reconnection and provide clear and specific information on how to make that request, including how to contact the utility. (b) Upon receipt of a request made pursuant to (a) of this subsection, the locally regulated utility shall promptly make a reasonable attempt to reconnect service to the dwelling. The locally regulated utility, in connection with a request made pursuant to (a) of this subsection, may require the residential user to enter into a payment plan prior to reconnecting service to the dwelling. If the locally regulated utility requires the residential user to enter into a repayment plan, the repayment plan must comply with subsection (3) of this section. (3) A repayment plan required by a locally regulated utility pursuant to subsection (2)(b) of this section will be designed both to pay the past due bill by the following May 15th, or as soon as possible after May 15th if needed to maintain monthly payments that are no greater than six percent of the customer's monthly income, and to pay for continued utility service. The plan may not require monthly payments in excess of six percent of the customer's monthly income. A customer may agree to pay a higher percentage during this period, but will not be in default unless payment during this period is less than six percent of the customer's monthly income. If assistance payments are received by the customer subsequent to implementation of the plan, the customer shall contact the locally regulated utility to reformulate the plan. (4) On an annual basis, each locally regulated utility with more than 25,000 retail electric customers in Washington must submit a report to the department of commerce that includes the total number of disconnections that occurred on each day for which the national weather service issued, or announced that it intended to issue, a heat-related alert. Locally regulated utilities with fewer than 25,000 retail electric customers in Washington must provide similar information upon request by the department. (a) Subject to availability, each locally regulated utility must provide any other information related to utility disconnections that is requested by the department. (b) The information required in this subsection must be submitted in a form, timeline, and manner as prescribed by the department.
RCW 23.86.195 — Washington Code / Title 23 / Chapter 86 / Section 195
RCW 23.86.195: Cooperative associations organized under other statutes—Reorganization under chapter.
Status: in_force

Any cooperative association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. The articles of incorporation as amended must conform to the requirements of this chapter, and shall state that the cooperative association accepts the benefits and will be bound by the provisions of this chapter.
RCW 23B.06.410 — Washington Code / Title 23B / Chapter 06 / Section 410
RCW 23B.06.410: Stock split.
Status: in_force

(1) A corporation may effect a stock split by means of an amendment to the articles of incorporation stating the effect of the stock split on the outstanding shares of the affected class. (2) An amendment to the articles of incorporation to effect a stock split may, but is not required to, include a change in the authorized shares of the affected class. (3) Except for a forward stock split that complies with RCW 23B.10.020 (4)(a) or a reverse stock split that complies with RCW 23B.10.020 (4)(b), an amendment to the articles of incorporation to effect a stock split must be approved in accordance with RCW 23B.10.030 and, if applicable, RCW 23B.10.040 . (4) The board of directors may fix the record date for determining shareholders affected by a stock split, which date may not precede the date on which the amendment to the articles of incorporation effecting the stock split becomes effective in accordance with RCW 23.95.210 . If the board of directors does not fix the record date for determining shareholders affected by a stock split, the record date is the date on which the amendment to the articles of incorporation effecting the stock split becomes effective in accordance with RCW 23.95.210 .
RCW 23B.14.040 — Washington Code / Title 23B / Chapter 14 / Section 040
RCW 23B.14.040: Revocation of dissolution.
Status: in_force

(1) A corporation may revoke its dissolution within one hundred twenty days of its effective date. (2) Revocation of dissolution must be approved in the same manner as the dissolution was approved unless that approval permitted revocation upon approval by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder approval. (3) After the revocation of dissolution is approved, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (a) The name of the corporation and a statement that such name satisfies the requirements of Article 3 of chapter 23.95 RCW; if the name is not available, the corporation must deliver to the secretary of state for filing articles of amendment changing its name with the articles of revocation of dissolution; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was approved; (d) If the corporation's board of directors, or incorporators, revoked the dissolution, a statement to that effect; (e) If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and (f) If shareholder approval was required to revoke the dissolution, a statement that revocation of the dissolution was duly approved by the shareholders in accordance with subsection (2) of this section and RCW 23B.14.020 . (4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
RCW 23.86.220 — Washington Code / Title 23 / Chapter 86 / Section 220
RCW 23.86.220: Merger of cooperative association with one or more cooperative associations or business corporations—Procedure.
Status: in_force

(1) A cooperative association may merge with one or more domestic cooperative associations, or with one or more domestic ordinary business corporations, in accordance with the procedures and subject to the conditions set forth or referred to in this section. (2) If the merger is into another domestic cooperative association, the board of directors of each of the associations shall approve by vote of not less than two-thirds of all the directors, a plan of merger setting forth: (a) The names of the associations proposing to merge; (b) The name of the association which is to be the surviving association in the merger; (c) The terms and conditions of the proposed merger; (d) The manner and basis of converting the shares of each merging association into shares or other securities or obligations of the surviving association; (e) A statement of any changes in the articles of incorporation of the surviving association to be effected by such merger; and (f) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. (3) Following approval by the boards of directors, the plan of merger shall be submitted to a vote of the members of each of the associations at any regular meeting or at any special meetings called for that purpose, after notice of the proposed merger has been given to all members entitled to vote thereon, in the manner provided in the bylaws. The notice of the meeting shall be in writing stating the purpose or purposes of the meeting and include or be accompanied by a copy or summary of the plan of merger. At the meeting members may vote upon the proposed merger in person, or by written proxy, or by mailed ballot. The affirmative vote of two-thirds of the members voting thereon, by each association, shall be required for approval of the plan of merger. If the total vote of either association upon the proposed merger shall be less than twenty-five percent of the total membership of such association, the merger shall not be approved. (4) Upon approval by the members of the associations proposing to merge, articles of merger shall be executed in duplicate by each association by an officer of each association, and shall set forth: (a) The plan of merger; (b) As to each association, the number of members and, if there is capital stock, the number of shares outstanding; and (c) As to each association, the number of members who voted for and against such plan, respectively. (5) The articles of merger shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. (6) For filing articles of merger hereunder the secretary of state shall charge and collect the same fees as apply to filing of articles of merger of ordinary business corporations. (7) If the plan of merger is for merger of the cooperative association into a domestic ordinary business corporation, the association shall follow the same procedures as hereinabove provided for merger of domestic cooperative associations and the ordinary business corporation shall follow the applicable procedures set forth in RCW 23B.07.050 and *chapter 23B.11 RCW. (8) At any time prior to filing of the articles of merger, the merger may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger.
RCW 23.100.1503 — Washington Code / Title 23 / Chapter 100 / Section 1503
RCW 23.100.1503: Savings—2019 c 37.
Status: in_force

This act does not affect an action commenced, or proceeding brought, or right accrued before July 28, 2019.
RCW 23.78.100 — Washington Code / Title 23 / Chapter 78 / Section 100
RCW 23.78.100: Provision for conversion of shares and accounts—Limitations upon merger.
Status: in_force

(1) When any employee cooperative revokes its election in accordance with RCW 23.78.030 , the articles of amendment shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with Title 23B RCW. (2) An employee cooperative that has not revoked its election under this chapter may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with RCW 23B.01.200 , 23B.07.050 , and *chapter 23B.11 RCW.
RCW 23B.15.300 — Washington Code / Title 23B / Chapter 15 / Section 300
RCW 23B.15.300: Termination—Grounds.
Status: in_force

The secretary of state may terminate the registration of a registered foreign corporation under the circumstances and procedures specified in RCW 23.95.550 .
RCW 23.78.050 — Washington Code / Title 23 / Chapter 78 / Section 050
RCW 23.78.050: Members—Membership shares.
Status: in_force

(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis. (2) An employee cooperative shall issue a class of voting stock designated as "membership shares." Each member shall own only one membership share, and only members may own these shares. (3) Membership shares shall be issued for a fee as determined from time to time by the directors. RCW 23B.06.040 and 23B.06.200 do not apply to such membership shares. Members of an employee cooperative shall have all the rights and responsibilities of stockholders of a corporation organized under Title 23B RCW, except as otherwise provided in this chapter.
RCW 23B.14.400 — Washington Code / Title 23B / Chapter 14 / Section 400
RCW 23B.14.400: Deposit with state treasurer.
Status: in_force

Following its dissolution, the assets of a corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not competent to receive them may be reduced to cash and deposited with the state treasurer for safekeeping. If assets are transferred to the state treasurer, and if the creditor, claimant, or shareholder furnishes satisfactory proof of entitlement to the amount deposited, the state treasurer or other appropriate state official shall pay such person or such person's representative that amount.
RCW 23B.10.070 — Washington Code / Title 23B / Chapter 10 / Section 070
RCW 23B.10.070: Restated articles of incorporation.
Status: in_force

(1) Any officer of the corporation may restate its articles of incorporation at any time. (2) A restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment not requiring shareholder approval, it must be adopted by the board of directors. If the restatement includes an amendment requiring shareholder approval, it must be adopted in accordance with RCW 23B.10.030 . (3) If the board of directors submits a restatement for shareholder approval, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050 . The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation. (4) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) If the restatement does not include an amendment to the articles of incorporation, a statement to that effect; (b) If the restatement contains an amendment to the articles of incorporation not requiring shareholder approval, a statement that the board of directors adopted the restatement and the date of such adoption; (c) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by RCW 23B.10.060 ; and (d) Both the articles of restatement and the certificate must be executed. (5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (6) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section.
RCW 23B.08.900 — Washington Code / Title 23B / Chapter 08 / Section 900
RCW 23B.08.900: Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.
Status: in_force

For the purposes of this chapter, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to state registered domestic partnerships or individuals in state registered domestic partnerships as well as to marital relationships and married persons, and references to dissolution of marriage shall apply equally to state registered domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflict with federal law. Where necessary to implement chapter 521, Laws of 2009, gender-specific terms such as husband and wife used in any statute, rule, or other law shall be construed to be gender neutral, and applicable to individuals in state registered domestic partnerships.
RCW 23.100.1203 — Washington Code / Title 23 / Chapter 100 / Section 1203
RCW 23.100.1203: Notice and action by board on disposition of assets requiring member approval.
Status: in_force

For a limited cooperative association to dispose of assets under RCW 23.100.1202 : (1) A majority of the board of directors, or a greater percentage if required by the organic rules, must approve the proposed disposition; and (2) The board of directors must call a members meeting to consider the proposed disposition and, subject to RCW 23.100.0419 , mail or otherwise transmit or deliver in a record to each member: (a) The terms of the proposed disposition; (b) A recommendation that the members approve the disposition, or if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis for that determination; (c) A statement of any condition of the board's submission of the proposed disposition to the members; and (d) Notice of the meeting at which the proposed disposition will be considered, which must be given in the same manner as notice of a special meeting of members.
RCW 23.100.0621 — Washington Code / Title 23 / Chapter 100 / Section 0621
RCW 23.100.0621: Right of director or committee member to information.
Status: in_force

A director or a member of a committee appointed under RCW 23.100.0617 may obtain, inspect, and copy all information regarding the state of activities and financial condition of the limited cooperative association and other information regarding the activities of the association if the information is reasonably related to the performance of the director's duties as director or the committee member's duties as a member of the committee. Information obtained in accordance with this section may not be used in any manner that would violate any duty of or to the association.
RCW 23B.08.700 — Washington Code / Title 23B / Chapter 08 / Section 700
RCW 23B.08.700: Definitions.
Status: in_force

For purposes of RCW 23B.08.710 through 23B.08.735 : (1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if: (a) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that the director or a related person is a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction; or (b) The transaction is brought, or is of such character and significance to the corporation that it would in the normal course be brought, before the board of directors of the corporation for action, and the director knows at the time of commitment that any of the following persons is either a party to the transaction or has a beneficial financial interest in or so closely linked to the transaction and of such financial significance to the person that the interest would reasonably be expected to exert an influence on the director's judgment if the director were called upon to vote on the transaction: (i) An entity, other than the corporation, of which the director is a director, general partner, agent, or employee; (ii) a person that controls one or more of the entities specified in (b)(i) of this subsection or an entity that is controlled by, or is under common control with, one or more of the entities specified in (b)(i) of this subsection; or (iii) an individual who is a general partner, principal, or employer of the director. (2) "Director's conflicting interest transaction" with respect to a corporation means a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, respecting which a director of the corporation has a conflicting interest. (3) "Related person" of an individual means (a)(i) the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or a natural person having the same home as the individual, or a trust or estate of which a person specified in this subsection (3)(a) is a substantial beneficiary; or (ii) a trust, estate, incompetent, conservatee, or minor of which the individual is a fiduciary and (b) with respect to RCW 23B.08.735 , in addition to the persons under (a) of this subsection, (i) an entity controlled by the individual or any person specified in (a)(i) or (ii) of this subsection; (ii) an entity, other than the corporation, of which the individual is a director, general partner, agent[,] or employee; (iii) a person that controls one or more of the entities specified in (b)(ii) of this subsection or an entity that is controlled by, or is under common control with, one or more of the entities specified in (b)(ii) of this subsection; or (iv) a natural person who is a general partner, principal, or employer of the individual. (4) "Required disclosure" means disclosure by the director who has a conflicting interest of (a) the existence and nature of the director's conflicting interest, and (b) all facts known to the director respecting the subject matter of the transaction that an ordinarily prudent person would reasonably believe to be material to a judgment about whether or not to proceed with the transaction. (5) "Time of commitment" respecting a transaction means the time when the transaction becomes effective or, if made pursuant to contract, the time when the corporation, or its subsidiary or the entity in which it has a controlling interest, becomes contractually obligated so that its unilateral withdrawal from the transaction would entail significant loss, liability, or other damage.
RCW 23B.15.080 — Washington Code / Title 23B / Chapter 15 / Section 080
RCW 23B.15.080: Change of registered agent of foreign corporation.
Status: in_force

(1) A foreign corporation registered to transact business in this state may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 . (2) A registered agent of a foreign corporation may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440 .
RCW 23.95.235 — Washington Code / Title 23 / Chapter 95 / Section 235
RCW 23.95.235: Certificate of existence or registration—Definitions.
Status: in_force

(1) On request of any person, the secretary of state shall issue a certificate of existence for a domestic entity or a certificate of registration for a registered foreign entity. (2) A certificate under subsection (1) of this section must state: (a) The domestic entity's name or the registered foreign entity's name used in this state; (b) In the case of a domestic entity: (i) That its public organic record has been filed and has taken effect; (ii) The date the public organic record became effective; (iii) The period of the entity's duration if the records of the secretary of state reflect that the entity's period of duration is less than perpetual; and (iv) That the records of the secretary of state do not reflect that the entity has been dissolved; (c) In the case of a registered foreign entity: (i) That it is registered to do business in this state; (ii) The date the foreign entity registered to do business in this state; and (iii) That the records of the secretary of state do not reflect that the foreign entity's registration to do business in the state has been terminated; (d) That all fees, interest, and penalties owed to this state by the domestic or foreign entity and collected through the secretary of state have been paid, if: (i) Payment is reflected in the records of the secretary of state; and (ii) Nonpayment affects the existence or registration of the domestic or foreign entity; (e) That the most recent annual report required by RCW 23.95.255 has been delivered to the secretary of state for filing; (f) That a proceeding is not pending under RCW 23.95.610 as to a domestic entity or under RCW 23.95.550 as to a registered foreign entity; and (g) Other facts reflected in the records of the secretary of state pertaining to the domestic or foreign entity which the person requesting the certificate reasonably requests. (3) Subject to any qualification stated in the certificate, a certificate issued by the secretary of state under subsection (1) of this section may be relied upon as conclusive evidence of the facts stated in the certificate, and that as of the date of its issuance: (a) In the case of a domestic entity, it is in existence and duly formed or incorporated, as applicable; and (b) in the case of a foreign entity, it is registered and authorized to do business in this state. (4) The terms "doing business" and "transacting business," and their variants such as "do business" and "transact business," are used interchangeably, and each has the same meaning as the other when used in this title and in Titles 23B , 24 , and 25 RCW.
RCW 23.100.0501 — Washington Code / Title 23 / Chapter 100 / Section 0501
RCW 23.100.0501: Member's interest.
Status: in_force

A member's interest: (1) Is personal property; (2) Consists of: (a) Governance rights; (b) Financial rights; and (c) The right or obligation, if any, to do business with the limited cooperative association; and (3) May be in certificated or uncertificated form.
RCW 23B.08.570 — Washington Code / Title 23B / Chapter 08 / Section 570
RCW 23B.08.570: Indemnification of officers, employees, and agents.
Status: in_force

Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under RCW 23B.08.520 , and is entitled to apply for court-ordered indemnification under RCW 23B.08.540 , in each case to the same extent as a director; (2) The corporation may indemnify and advance expenses under RCW 23B.08.510 through 23B.08.560 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and (3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with law, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
RCW 23.100.0807 — Washington Code / Title 23 / Chapter 100 / Section 0807
RCW 23.100.0807: Liability for improper distributions—Limitation of action.
Status: in_force

(1) A director of a limited cooperative association who votes for or assents to a distribution made in violation of RCW 23.100.0806 or the association's articles of organization is personally liable to the association for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23.100.0806 or the articles of organization if it is established that the director did not perform the director's duties in compliance with RCW 23.100.0618 . In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director. (2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution: (a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and (b) From each member for the amount the member accepted knowing the distribution was made in violation of RCW 23.100.0806 or the articles of organization. (3) A member who accepts a distribution made in violation of RCW 23.100.0806 or the articles of organization is personally liable to the corporation for the amount of any distribution received by the member to the extent it exceeds the amount that could have been distributed to the member without violating RCW 23.100.0806 or the articles of organization, if it is established that the member accepted the distribution knowing that it was made in violation of RCW 23.100.0806 or the articles of organization. (4) A member held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other member who could be held liable under subsection (3) of this section for the unlawful distribution. (5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under RCW 23.100.0806 (4), or (b) the expiration of the period specified in RCW 23.100.1010 (3).
RCW 23.100.0403 — Washington Code / Title 23 / Chapter 100 / Section 0403
RCW 23.100.0403: No agency power of member as member.
Status: in_force

(1) A member is not an agent of a limited cooperative association solely by reason of being a member. (2) A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited cooperative association because of the person's conduct.
RCW 23B.08.080 — Washington Code / Title 23B / Chapter 08 / Section 080
RCW 23B.08.080: Removal of directors by shareholders.
Status: in_force

(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (2) If a director is elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares may participate in the vote to remove the director. (3) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the articles of incorporation or bylaws require a greater number; except that if cumulative voting is authorized, and if less than the entire board is to be removed, no director may be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal and, if action is taken by less than unanimous written consent, voting shareholders entitled to the number of votes sufficient to elect the director under cumulative voting do not consent to the removal. (4) A director may be removed by the shareholders only at a special meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.
RCW 23.90.020 — Washington Code / Title 23 / Chapter 90 / Section 020
RCW 23.90.020: Massachusetts trust defined.
Status: in_force

A Massachusetts trust is an unincorporated business association created at common law by an instrument under which property is held and managed by trustees for the benefit and profit of such persons as may be or may become the holders of transferable certificates evidencing beneficial interests in the trust estate, the holders of which certificates are entitled to the same limitation of personal liability extended to stockholders of private corporations.
RCW 23.100.1320 — Washington Code / Title 23 / Chapter 100 / Section 1320
RCW 23.100.1320: Subjects covered.
Status: in_force

The following subjects are covered in whole or in part in chapter 23.95 RCW: (1) Delivery of record; (2) Filing with secretary of state; (3) Name of entity; (4) Registered agent of entity; and (5) Miscellaneous provisions, including reservation or power to amend or repeal and supplemental principles of law.
RCW 23.100.0809 — Washington Code / Title 23 / Chapter 100 / Section 0809
RCW 23.100.0809: Alternative distribution of unclaimed property, distributions, redemptions, or payments.
Status: in_force

A limited cooperative association may distribute unclaimed property, distributions, redemptions, or payments under chapter 23.86 RCW.
RCW 23B.03.030 — Washington Code / Title 23B / Chapter 03 / Section 030
RCW 23B.03.030: Emergency powers.
Status: in_force

(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise: (a) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (3) Corporate action taken in good faith during an emergency under this section to further the business affairs of the corporation: (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 23B.13.230 — Washington Code / Title 23B / Chapter 13 / Section 230
RCW 23B.13.230: Duty to demand payment.
Status: in_force

(1) A shareholder sent a notice described in RCW 23B.13.220 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to RCW 23B.13.220 (6)(c), and deposit the shareholder's certificates, all in accordance with the terms of the notice. (2) The shareholder who demands payment and deposits the shareholder's share certificates under subsection (1) of this section retains all other rights of a shareholder until the proposed corporate action is effected. (3) A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the notice, is not entitled to payment for the shareholder's shares under this chapter.
RCW 23B.25.150 — Washington Code / Title 23B / Chapter 25 / Section 150
RCW 23B.25.150: Social purpose report required—Timing—Information—Failure to comply.
Status: in_force

(1) The board of directors of a social purpose corporation shall cause a social purpose report to be furnished to the shareholders by making such report publicly accessible, free of charge, at the corporation's principal internet website address, not later than four months after the close of the corporation's fiscal year, and such report shall remain available on that website through the end of the corporation's fiscal year. (2) The social purpose report shall include a narrative discussion concerning the social purpose or purposes of the corporation, including the corporation's efforts intended to promote its social purpose or purposes. The narrative discussion may include the following information: (a) Identification and discussion of the short-term and long-term objectives of the corporation relating to its social purpose or purposes; (b) Identification and discussion of the material actions taken by the corporation during the fiscal year to achieve its social purpose or purposes; (c) Identification of material actions that the corporation expects to take in the future with respect to achievement of its social purpose or purposes; and (d) A description of the financial, operating, or other measures used by the corporation during the fiscal year for evaluating its performance in achieving its social purpose or purposes. (3) The requirements of subsection (1) of this section shall be satisfied if a social purpose corporation with an outstanding class of securities registered under section 12 of the securities exchange act of 1934 both complies with section 240.14a-16 of Title 17 of the Code of Federal Regulations, as amended from time to time, with respect to the obligation of a corporation to furnish an annual report to shareholders pursuant to section 240.14a-3(b) of Title 17 of the Code of Federal Regulations, and includes the information required by subsection (2) of this section in the annual report. (4) The failure to furnish to shareholders a social purpose report required by subsection (1) of this section does not affect the validity of any corporate action. (5) The superior court of the county in which the social purpose corporation's registered office is located may, after notice to the corporation, summarily order a social purpose report to be furnished to shareholders on application of any shareholder of a social purpose corporation if a social purpose report was not furnished to shareholders for at least two consecutive fiscal years.
RCW 23B.02.040 — Washington Code / Title 23B / Chapter 02 / Section 040
RCW 23B.02.040: Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, are jointly and severally liable for liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.
RCW 23.95.110 — Washington Code / Title 23 / Chapter 95 / Section 110
RCW 23.95.110: Delivery of record.
Status: in_force

(1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, United States mail, private courier service, and electronic transmission. (2) Records may be delivered to the secretary of state by electronic transmission as authorized by the secretary of state pursuant to RCW 23.95.115 (2). The secretary of state may deliver a record to an entity by electronic transmission if the entity has designated an address, location, or system to which the record may be electronically transmitted.
RCW 23.86.050 — Washington Code / Title 23 / Chapter 86 / Section 050
RCW 23.86.050: Articles—Contents.
Status: in_force

Every association formed under this chapter after July 23, 1989, shall prepare articles of incorporation in writing, which shall set forth: (1) The name of the association. (2) The purpose for which it was formed which may include the transaction of any lawful business for which associations may be incorporated under this chapter. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter. (3) Its principal place of business. (4) The term for which it is to exist which may be perpetual or for a stated number of years. (5) If organized without capital stock, whether the property rights and interest of each member shall be equal or unequal; and if unequal, the articles shall set forth the general rules by which the property rights and interests of all members shall be determined and fixed. The association may admit new members who shall be entitled to share in the property of the association with old members in accordance with the general rules. (6) If the association is to have capital stock: (a) The aggregate number of shares which the association shall have authority to issue; if shares are to consist of one class only, the par value of each share, or a statement that all shares are without par value; or, if shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each class or that shares are to be without par value; (b) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect to the shares of each class; (c) If the association is to issue the shares of any preferred or special class in series, the designation of each series and a statement of the variations in the relative rights and preferences between series fixed in the articles of incorporation, and a statement of any authority vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences between series; and (d) Any provision limiting or denying to members the preemptive right to acquire additional shares of the association. (7) Provisions for distribution of assets on dissolution or final liquidation. (8) Whether a dissenting member shall be limited to a return of less than the fair value of the member's equity interest in the association. A dissenting member may not be limited to a return of less than the consideration paid to or retained by the association for the equity interest unless the fair value is less than the consideration paid to or retained by the association. (9) The address of its initial registered office, including street and number, and the name of its initial registered agent at the address. (10) The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors. (11) The name and address of each incorporator. (12) Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the association, including provisions regarding: (a) Eliminating or limiting the personal liability of a director to the association or its members for monetary damages for conduct as a director: PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and (b) Any provision which under this chapter is required or permitted to be set forth in the bylaws. Associations organized under this chapter before July 23, 1989, or under *chapter 24.32 RCW shall not be required to amend their articles of association or articles of incorporation to conform to this section unless the association is otherwise amending the articles of association or articles of incorporation. The information specified in subsections (9) through (11) of this section may be deleted when filing amendments.
RCW 23B.09.050 — Washington Code / Title 23B / Chapter 09 / Section 050
RCW 23B.09.050: Effect of entity conversion.
Status: in_force

(1) An entity that has been converted pursuant to this chapter is, for all purposes of the laws of the state of Washington, deemed to be the same entity that existed before the conversion and, unless otherwise agreed or as required under applicable non-Washington law, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion is not deemed to constitute a dissolution of the converting entity. (2) When any conversion becomes effective under this chapter: (a) The title to all real estate and other property, both tangible and intangible, owned by the converting entity remains vested in the surviving entity without reversion or impairment; (b) All rights of creditors and all liens upon any property of the converting entity must be preserved unimpaired, and all debts, liabilities, and other obligations of the converting entity continue as obligations of the surviving entity, remain attached to the surviving entity, and may be enforced against it to the same extent as if the debts, liabilities, and other obligations had originally been incurred or contracted by it in its capacity as the surviving entity; (c) An action or proceeding pending by or against the converting entity may be continued by or against the surviving entity as if the conversion had not occurred; (d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the surviving entity; and (e) Except as otherwise provided in the plan of entity conversion, the terms and conditions of the plan of entity conversion take effect. (3) When a conversion of a domestic corporation to a foreign other entity becomes effective, the surviving entity is deemed: (a) To consent to the jurisdiction of the courts of this state to enforce any obligation owed by the converting entity, if before the conversion the converting entity was subject to suit in this state on the obligation; (b) To consent 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 in connection with the conversion; and (c) To agree that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they are entitled under chapter 23B.13 RCW.
RCW 23.100.1005 — Washington Code / Title 23 / Chapter 100 / Section 1005
RCW 23.100.1005: Voluntary dissolution by the board and members.
Status: in_force

(1) Except as otherwise provided in RCW 23.100.1004 , for a limited cooperative association to voluntarily dissolve: (a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and (c) Subject to RCW 23.100.0419 , the board of directors must mail or otherwise transmit or deliver to each member in a record that complies with RCW 23.100.0408 : (i) The resolution required by (a) of this subsection; (ii) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and (iii) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members. (2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by: (a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1)(b) of this section; and (b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage. (3) The organic rules may require that the percentage of votes under subsection (2)(a) of this section is: (a) A different percentage that is not less than a majority of members voting at the meeting; (b) Measured against the voting power of all members; or (c) A combination of (a) and (b) of this subsection.
RCW 23.100.0502 — Washington Code / Title 23 / Chapter 100 / Section 0502
RCW 23.100.0502: Patron and investor members' interests.
Status: in_force

(1) Unless the organic rules establish investor members' interests, a member's interest is a patron member's interest. (2) Unless the organic rules otherwise provide, if a limited cooperative association has investor members, while a person is a member of the association, the person: (a) If admitted as a patron member, remains a patron member; (b) If admitted as an investor member, remains an investor member; and (c) If admitted as a patron member and investor member remains a patron and investor member if not dissociated in one of the capacities.
RCW 23.86.135 — Washington Code / Title 23 / Chapter 86 / Section 135
RCW 23.86.135: Members right to dissent—Exception for members of a rural electric association.
Status: in_force

(1) Except as provided in subsection (2) of this section, a member of an association shall have the right to dissent from any of the following association actions: (a) Any plan of merger or consolidation to which the association is a party; (b) Any plan of conversion of the association to an ordinary business corporation; or (c) Any sale or exchange of all or substantially all of the property and assets of the association not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of the sale be distributed to the members in accordance with their respective interests within one year from the date of sale. (2) A member of a rural electric association is not entitled to dissent from a merger to which the association is a party if all members of the association have the right to continue their membership status in the surviving association on substantially similar terms.
RCW 23B.01.590 — Washington Code / Title 23B / Chapter 01 / Section 590
RCW 23B.01.590: Public service companies entitled to deductions.
Status: in_force

The annual fee required to be paid to the Washington utilities and transportation commission by any public service corporation shall be deducted from the annual license fee provided in this title and the excess only shall be collected. It shall be the duty of the commission to furnish to the secretary of state on or before July 1st of each year a list of all public service corporations with the amount of annual license fees paid to the commission for the current year.
RCW 23.100.1309 — Washington Code / Title 23 / Chapter 100 / Section 1309
RCW 23.100.1309: Plan of merger.
Status: in_force

(1) A domestic limited cooperative association may become a party to a merger under this section and RCW 23.100.1308 and 23.100.1310 through 23.100.1313 by approving a plan of merger. The plan must be in a record and contain: (a) As to each merging cooperative association, its name, jurisdiction of formation, and type of cooperative association; (b) If the surviving cooperative association is to be created in the merger, a statement to that effect and the association's name, jurisdiction of formation, and type of association; (c) The manner of converting the interests in each party to the merger into interests, obligations, money, other property, rights to acquire interests, or any combination of the foregoing; (d) If the surviving cooperative association exists before the merger, any proposed amendments to: (i) Its public organic record, if any; and (ii) Its private organic rules that are, or are proposed to be, in a record; (e) If the surviving cooperative association is to be created in the merger: (i) Its proposed public organic record, if any; and (ii) The full text of its private organic rules that are proposed to be in a record; (f) The other terms and conditions of the merger; and (g) Any other provision required by the law of a merging cooperative association's jurisdiction of formation or the organic rules of a merging cooperative association. (2) In addition to the requirements of subsection (1) of this section, a plan of merger may contain any other provision not prohibited by law.
RCW 23.95.210 — Washington Code / Title 23 / Chapter 95 / Section 210
RCW 23.95.210: Effective date and time.
Status: in_force

Except as otherwise provided in this chapter and subject to RCW 23.95.220 (4), an entity filing is effective: (1) On the date of filing and at the time specified in the entity filing as its effective time; (2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing; (3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or (4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in RCW 23.95.225 .
RCW 23B.06.220 — Washington Code / Title 23B / Chapter 06 / Section 220
RCW 23B.06.220: Liability of shareholders.
Status: in_force

A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were approved to be issued under RCW 23B.06.210 or specified in the subscription agreement under RCW 23B.06.200 .
RCW 23.100.0612 — Washington Code / Title 23 / Chapter 100 / Section 0612
RCW 23.100.0612: Action without meeting.
Status: in_force

(1) Unless prohibited by the organic rules, any action that may be taken by a board of directors may be taken without a meeting if each director consents in a record to the action. (2) Consent under subsection (1) of this section may be withdrawn by a director in a record at any time before the limited cooperative association receives consent from all directors. (3) A record of consent for any action under subsection (1) of this section may specify the effective date or time of the action.
RCW 23B.04.037 — Washington Code / Title 23B / Chapter 04 / Section 037
RCW 23B.04.037: Certificate of authority as insurance company—Registration or reservation of name.
Status: in_force

For those corporations that 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 a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.
RCW 23.95.610 — Washington Code / Title 23 / Chapter 95 / Section 610
RCW 23.95.610: Procedure and effect.
Status: in_force

(1) If the secretary of state determines that one or more grounds exist under RCW 23.95.605 for administratively dissolving a domestic entity, the secretary of state shall serve the entity pursuant to RCW 23.95.250 with notice in a record of the secretary of state's determination. (2) If a domestic entity, not later than sixty days after service of the notice required by subsection (1) of this section, does not cure or demonstrate to the satisfaction of the secretary of state the nonexistence of each ground determined by the secretary of state, the secretary of state shall administratively dissolve the entity by executing a statement of administrative dissolution that recites the grounds for dissolution and the effective date of dissolution. The secretary of state shall file the statement and serve a copy on the entity pursuant to RCW 23.95.250 . (3) A domestic entity that is dissolved administratively continues its existence as an entity but may not carry on any activities except as necessary to wind up its activities and affairs and liquidate its assets in the manner provided in its organic law or to apply for reinstatement under RCW 23.95.615 . (4) The administrative dissolution of a domestic entity does not terminate the authority of its registered agent.
RCW 23.100.0806 — Washington Code / Title 23 / Chapter 100 / Section 0806
RCW 23.100.0806: Limitations on distributions.
Status: in_force

(1) In this section, "distribution" does not include reasonable compensation for present or past services or other payments made in the ordinary course of business for commodities or goods or under a bona fide retirement or other bona fide benefits program. (2) A limited cooperative association may not make a distribution, including a distribution under RCW 23.100.1008 , if after the distribution: (a) The association would not be able to pay its debts as they become due in the ordinary course of the association's activities and affairs; or (b) The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved and wound up at the time of the distribution, to satisfy the preferential rights upon dissolution and winding up of members whose preferential rights are superior to the rights of persons receiving the distribution. (3) A limited cooperative association may base a determination that a distribution is not prohibited under subsection (2) of this section on: (a) Financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances; or (b) A fair valuation or other method that is reasonable under the circumstances. (4) Except as otherwise provided in subsection (5) of this section, the effect of a distribution allowed under subsection (2) of this section is measured: (a) In the case of a distribution by purchase, redemption, or other acquisition of financial rights in the limited cooperative association, as of the earlier of: (i) The date money or other property is transferred or debt is incurred by the association; or (ii) The date the person entitled to the distribution ceases to own the financial rights being acquired by the association in return for the distribution; (b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and (c) In all other cases, as of the date: (i) The distribution is authorized, if the payment occurs not later than one hundred twenty days after that date; or (ii) The payment is made, if the payment occurs more than one hundred twenty days after the distribution is authorized. (5) A limited cooperative association's indebtedness incurred by reason of a distribution made in accordance with this section is at parity with the association's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. (6) A limited cooperative association's indebtedness, including indebtedness issued as a distribution, is not a liability for purposes of subsection (2) of this section if the terms of the indebtedness provide that payment of principal and interest is made only if and to the extent that payment of a distribution could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is made. (7) In measuring the effect of a distribution under RCW 23.100.1008 , the liabilities of a dissolved limited cooperative association do not include any claim that has been disposed of under RCW 23.100.1009 through 23.100.1011 .
RCW 23.100.1101 — Washington Code / Title 23 / Chapter 100 / Section 1101
RCW 23.100.1101: Derivative action.
Status: in_force

A member may maintain a derivative action against a cooperative in the same manner as a shareholder may maintain a derivative action against a corporation under Title 23B RCW.
RCW 23.100.0406 — Washington Code / Title 23 / Chapter 100 / Section 0406
RCW 23.100.0406: Annual meeting of members.
Status: in_force

(1) Members shall meet annually at a time provided in the organic rules or set by the board of directors not inconsistent with the organic rules. (2) An annual members meeting may be held inside or outside this state at the place stated in the organic rules or selected by the board of directors not inconsistent with the organic rules. (3)(a) Unless the organic rules otherwise provide: (i) 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 members at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with (b) of this subsection. (ii) An association may permit any or all members to participate in an annual members meeting by means of, or conduct the meeting solely through the use of, remote communication. Subject to the provisions of (b) of this subsection, 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. (b) If an association elects to permit participation by means of, or conduct a meeting solely through the use of, remote communication: (i) The notice of the meeting must specify how a member may participate in the meeting by means of remote communication. (ii) The association must implement reasonable measures to (A) verify that each person participating remotely as a member is a member, and (B) provide each person participating remotely as a member a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings. (iii) Participation in a meeting in accordance with this section constitutes presence in person at that meeting. (iv) If the board of directors or another authorized person determines to hold an annual members meeting without a physical assembly of members in accordance with this subsection (3), all members entitled to vote at such meeting must have the opportunity to participate in the meeting by remote communication in accordance with this subsection (3). (4) The board of directors shall report, or cause to be reported, at the association's annual members meeting the association's business and financial condition as of the close of the most recent fiscal year. (5) Unless the organic rules otherwise provide, the board of directors shall designate the presiding officer of the association's annual members meeting. (6) Failure to hold an annual members meeting does not affect the validity of any action by the limited cooperative association.
RCW 23B.13.310 — Washington Code / Title 23B / Chapter 13 / Section 310
RCW 23B.13.310: Court costs and counsel fees.
Status: in_force

(1) The court in a proceeding commenced under RCW 23B.13.300 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess the costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under RCW 23B.13.280 . (2) The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable: (a) Against the corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of RCW 23B.13.200 through 23B.13.280 ; or (b) Against either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by chapter 23B.13 RCW. (3) If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.
RCW 23B.05.010 — Washington Code / Title 23B / Chapter 05 / Section 010
RCW 23B.05.010: Registered agent.
Status: in_force

Each corporation must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
RCW 23B.01.540 — Washington Code / Title 23B / Chapter 01 / Section 540
RCW 23B.01.540: Foreign corporations—Filing and annual license fees.
Status: in_force

A foreign corporation doing an intrastate business or seeking to do an intrastate business in the state of Washington shall pay for the privilege of so doing the same filing and annual license fees prescribed in RCW 23B.01.520 for domestic corporations.
RCW 23B.10.080 — Washington Code / Title 23B / Chapter 10 / Section 080
RCW 23B.10.080: Amendment of articles of incorporation pursuant to reorganization.
Status: in_force

(1) A corporation's articles of incorporation may be amended without approval by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by RCW 23B.02.020 . (2) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the court's order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding under federal statute. (3) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
RCW 23B.13.280 — Washington Code / Title 23B / Chapter 13 / Section 280
RCW 23B.13.280: Procedure if shareholder dissatisfied with payment or offer.
Status: in_force

(1) A dissenter may deliver a notice to the corporation informing the corporation of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate, less any payment under RCW 23B.13.250 , or reject the corporation's offer under RCW 23B.13.270 and demand payment of the dissenter's estimate of the fair value of the dissenter's shares and interest due, if: (a) The dissenter believes that the amount paid under RCW 23B.13.250 or offered under RCW 23B.13.270 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated; (b) The corporation fails to make payment under RCW 23B.13.250 within sixty days after the date set for demanding payment; or (c) The corporation does not effect the proposed corporate action and does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within sixty days after the date set for demanding payment. (2) A dissenter waives the right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand under subsection (1) of this section within thirty days after the corporation made or offered payment for the dissenter's shares.
RCW 23B.01.290 — Washington Code / Title 23B / Chapter 01 / Section 290
RCW 23B.01.290: Penalty for signing false document.
Status: in_force

RCW 23.95.240 governs the penalty that applies for executing a false document that is intended to be delivered to the secretary of state for filing.
RCW 23B.17.015 — Washington Code / Title 23B / Chapter 17 / Section 015
RCW 23B.17.015: Alternative quorum and voting requirements.
Status: in_force

(1) A corporation that meets the following requirements is subject to the alternative quorum and voting requirements set forth in subsection (2) of this section: (a) As of the record date of the annual or special meeting of shareholders: (i) The corporation is a public company; (ii) Shares of its common stock are admitted to trading on a regulated market listed on the list of the regulated markets notified to the European commission by the member states under Article 16 of the investment services directive (93/22/EEC), as such list is amended from time to time; and (iii) At least twenty percent of the shares of the corporation's common stock are held of record by the depository trust company and are deposited securities, as defined in the rules, bylaws, and organization certificate of the depository trust company, credited to the account or accounts of one or more stock depositories located in a member state of the European Union; (b) At the time that such shares were initially listed on the regulated market, shares of the corporation's common stock were listed on the New York stock exchange or the NASDAQ stock market; (c) At the time that such shares were initially listed on the regulated market, such listing was a condition to the acquisition of one hundred percent of the equity interests of a foreign corporation or similar entity where: (i) The securities of the foreign corporation or similar entity were admitted to trading on the regulated market immediately prior to the acquisition; (ii) The consideration for the acquisition was newly issued shares of common stock of the corporation; and (iii) The shares issued in connection with the acquisition equaled before the issuance more than forty percent of the outstanding common stock of the corporation; and (d) At the corporation's most recent annual or special meeting of shareholders less than sixty-five percent of the shares within the voting group comprising all the votes entitled to be cast were present in person or by proxy. (2) At any annual or special meeting actually held, other than by written consent under RCW 23B.07.040 , by a corporation meeting the requirements of subsection (1) of this section: (a) The required quorum of the voting group consisting of all votes entitled to be cast, and of each other voting group that includes common shares of the corporation which is entitled to vote separately with respect to a proposed corporate action, shall be the lesser of: (i) A majority of the shares of such voting group other than shares credited to the account of stock depositories located in a member state of the European Union as described in subsection (1)(a)(iii) of this section, provided the number of votes comprising such majority equals or exceeds one-sixth of the total votes entitled to be cast by the voting group; or (ii) One-third of the total votes entitled to be cast by the voting group. (b) The vote required for approval by any voting group entitled to vote with respect to any amendment of the corporation's articles of incorporation or bylaws, or any plan of merger or share exchange to which the corporation is a party, or any sale, lease, exchange, or other disposition of all or substantially all of the corporation's property otherwise than in the usual and regular course of business, or dissolution, shall be a majority of the votes actually cast by such voting group with respect to the proposed corporate action, provided that the votes approving the proposed corporate action equal or exceed fifteen percent of the votes within the voting group. (3) The alternative quorum and voting requirements specified in subsection (2) of this section shall, with respect to any corporation meeting the requirements of subsection (1) of this section, control over and supersede any greater quorum or voting requirements that may be specified in the corporation's articles of incorporation or bylaws or in RCW 23B.02.020 , 23B.07.250 , 23B.07.270 , 23B.10.030 , 23B.11A.040 , 23B.12.020 , or 23B.14.020 .
RCW 23B.10.090 — Washington Code / Title 23B / Chapter 10 / Section 090
RCW 23B.10.090: Effect of amendment of articles of incorporation.
Status: in_force

An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
RCW 23.100.0104 — Washington Code / Title 23 / Chapter 100 / Section 0104
RCW 23.100.0104: Purpose and duration of limited cooperative association.
Status: in_force

(1) A limited cooperative association is an entity distinct from its members. (2) A limited cooperative association may be organized for any lawful purpose, regardless of whether for profit, except that a limited cooperative association may not be organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy. (3) Unless the articles of organization state a term for a limited cooperative association's existence, the association has perpetual duration.
RCW 23B.08.500 — Washington Code / Title 23B / Chapter 08 / Section 500
RCW 23B.08.500: Indemnification definitions.
Status: in_force

For purposes of RCW 23B.08.510 through 23B.08.600 : (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon the effective date of the transaction. (2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director. (3) "Expenses" include counsel fees. (4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding. (5) "Official capacity" means: (a) When used with respect to a director, the office of director in a corporation; and (b) when used with respect to an individual other than a director, as contemplated in RCW 23B.08.570 , the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise. (6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding. (7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
RCW 23.100.1001 — Washington Code / Title 23 / Chapter 100 / Section 1001
RCW 23.100.1001: Dissolution and winding up.
Status: in_force

A limited cooperative association is dissolved only as provided in this section and RCW 23.100.1002 through 23.100.1013 and upon dissolution winds up in accordance with this section and RCW 23.100.1002 through 23.100.1013 .
RCW 23.95.220 — Washington Code / Title 23 / Chapter 95 / Section 220
RCW 23.95.220: Correcting filed record.
Status: in_force

(1) An entity may correct a filed record if: (a) The filed record at the time of filing contained an inaccurate statement; (b) The filed record was defectively executed; or (c) The electronic transmission of the filed record to the secretary of state was defective. (2) To correct a filed record, the entity must deliver to the secretary of state for filing a statement of correction. (3) A statement of correction: (a) May not state a delayed effective date; (b) Must be executed by the individual correcting the filed record; (c) Must identify the filed record to be corrected; (d) Must specify the inaccuracy or defect to be corrected; and (e) Must correct the inaccuracy or defect. (4) A statement of correction is effective as of the effective date of the filed record that it corrects except as to persons relying on the uncorrected filed record and adversely affected by the correction. As to those persons, the statement of correction is effective when filed.
RCW 23B.13.240 — Washington Code / Title 23B / Chapter 13 / Section 240
RCW 23B.13.240: Share restrictions.
Status: in_force

(1) The corporation may restrict the transfer of uncertificated shares from the date the demand for payment under RCW 23B.13.230 is received until the proposed corporate action is effected or the restriction is released under RCW 23B.13.260 . (2) The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until the effective date of the proposed corporate action.
RCW 23B.08.110 — Washington Code / Title 23B / Chapter 08 / Section 110
RCW 23B.08.110: Compensation of directors.
Status: in_force

Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
RCW 23.86.115 — Washington Code / Title 23 / Chapter 86 / Section 115
RCW 23.86.115: Voting.
Status: in_force

(1) The right of a member to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or bylaws. Unless so limited, enlarged, or denied, each member shall be entitled to one vote on each matter submitted to a vote of members. The bylaws may allow subscribers to vote as members if one-fifth of the subscription for the membership fee or capital stock has been paid. (2) A member may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by mail, by electronic transmission, or by proxy executed in writing by the member or by a duly authorized attorney-in-fact. No proxy shall be valid for more than 11 months from the date of its execution unless otherwise specified in the proxy. Votes by mail or by proxy shall be made by mail ballot or proxy form prepared and distributed by the association in accordance with procedures set forth in the articles of incorporation or bylaws. Persons voting by mail or by electronic transmission shall be deemed present for all purposes of quorum, count of votes, and percentage voting of total voting power. (3) If the articles of incorporation or bylaws provide for more or less than one vote per member on any matter, every reference in this chapter to a majority or other proportion of members shall refer to such a majority or other proportion of votes entitled to be cast by members.
RCW 23B.06.260 — Washington Code / Title 23B / Chapter 06 / Section 260
RCW 23B.06.260: Shares without certificates.
Status: in_force

(1) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may approve the issuance of some or all of the shares of any or all of its classes or series without certificates. The approval does not affect shares already represented by certificates until they are surrendered to the corporation. (2) Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall deliver to the shareholder a written statement containing the information required on certificates by RCW 23B.06.250 (2) and (3), and, if applicable, RCW 23B.06.270 .
RCW 23B.08.250 — Washington Code / Title 23B / Chapter 08 / Section 250
RCW 23B.08.250: Board committees.
Status: in_force

(1) Unless this title, the articles of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors. (2) The establishment of a board committee and appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when this corporate action is taken or (b) the number of directors required by the articles of incorporation or bylaws to take corporate action under RCW 23B.08.240 , unless, in either case, this title or the articles of incorporation provide otherwise. (3) RCW 23B.08.200 through 23B.08.240 apply to board committees and their members. (4) A board committee may exercise the powers of the board of directors under RCW 23B.08.010 , to the extent specified by the board of directors or in the articles of incorporation or bylaws, except that a board committee may not: (a) Authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors; (b) Approve or propose to shareholders corporate action that this title requires be approved by shareholders; (c) Fill vacancies on the board of directors or, subject to subsection (5) of this section, on any board committees; or (d) Adopt, amend, or repeal bylaws. (5) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the articles of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.
RCW 23.100.1009 — Washington Code / Title 23 / Chapter 100 / Section 1009
RCW 23.100.1009: Known claims against dissolved limited cooperative association.
Status: in_force

(1) Except as otherwise provided in subsection (4) of this section, a dissolved limited cooperative association may give notice of a known claim under subsection (2) of this section, which has the effect provided in subsection (3) of this section. (2) A dissolved limited cooperative association in a record may notify its known claimants of the dissolution. The notice must: (a) Specify the information required to be included in a claim; (b) State that a claim must be in writing and provide a mailing address to which the claim is to be sent; (c) State the deadline for receipt of a claim, which may not be less than one hundred twenty days after the date the notice is received by the claimant; and (d) State that the claim will be barred if not received by the deadline. (3) A claim against a dissolved limited cooperative association is barred if the requirements of subsection (2) of this section are met, and: (a) The claim is not received by the specified deadline; or (b) If the claim is timely received but rejected by the association: (i) The association causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the association to enforce the claim not later than ninety days after the claimant receives the notice; and (ii) The claimant does not commence the required action not later than ninety days after the claimant receives the notice. (4) This section does not apply to a claim based on an event occurring after the date of dissolution or a liability that on that date is contingent.
RCW 23.95.215 — Washington Code / Title 23 / Chapter 95 / Section 215
RCW 23.95.215: Withdrawal of filed record before effectiveness.
Status: in_force

(1) Except as otherwise provided in this chapter, a filed record may be withdrawn before it takes effect by delivering to the secretary of state for filing a statement of withdrawal. (2) A statement of withdrawal must: (a) Be executed by an individual acting in a valid representative capacity; and (b) Identify the filed record to be withdrawn. (3) On filing by the secretary of state of a statement of withdrawal, the action or transaction evidenced by the original filed record shall not take effect.
RCW 23.100.0603 — Washington Code / Title 23 / Chapter 100 / Section 0603
RCW 23.100.0603: Qualifications of directors.
Status: in_force

(1) Unless the organic rules otherwise provide, and subject to subsection (3) of this section, each director of a limited cooperative association must be an individual who is a member of the association or an individual who is designated by a member that is not an individual for purposes of qualifying and serving as a director. Initial directors need not be members. (2) Unless the organic rules otherwise provide, a director may be an officer or employee of the limited cooperative association. (3) If the organic rules provide for nonmember directors, at least two-thirds of the directors must be members. (4) The organic rules may provide qualifications for directors in addition to those in this section.
RCW 23.78.030 — Washington Code / Title 23 / Chapter 78 / Section 030
RCW 23.78.030: Revocation of election.
Status: in_force

An employee cooperative may revoke its election under this chapter by a vote of two-thirds of the members and through articles of amendment delivered to the secretary of state for filing in accordance with RCW 23B.01.200 , 23B.10.060 , and Article 2 of chapter 23.95 RCW.
RCW 23.86.035 — Washington Code / Title 23 / Chapter 86 / Section 035
RCW 23.86.035: Powers.
Status: in_force

Each association subject to this chapter shall have the following powers: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in the articles of incorporation. (2) To sue and be sued, complain, and defend in its corporate name. (3) To have and use a corporate seal. (4) To purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use, and deal in and with real or personal property or any interest therein, wherever situated. (5) To sell, convey, mortgage, pledge, lease, exchange, transfer, or otherwise dispose of all or any part of its property and assets. (6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, use, and deal in and with shares or other interest in, or obligations of, other domestic or foreign corporations, associations, partnerships or individuals, or direct or indirect obligations of the United States or any other government, state, territory, governmental district or municipality, or any instrumentality thereof. (7) To make contracts and incur liabilities, borrow money at rates of interest the association may determine, issue notes, bonds, certificates of indebtedness, and other obligations, receive funds from members and pay interest thereon, issue capital stock and certificates representing equity interests in assets, allocate earnings and losses at the times and in the manner the articles of incorporation or bylaws or other contract specify, create book credits, capital funds, and reserves, and secure obligations by mortgage or pledge of any of its property, franchises, and income. (8) To lend money for corporate purposes, invest and reinvest funds, and take and hold real and personal property as security for the payment of funds loaned or invested. (9) To conduct business, carry on operations, have offices, and exercise the powers granted by this chapter, within or without this state. (10) To elect or appoint officers and agents of the corporation, define their duties, and fix their compensation. (11) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the association. (12) To make donations for the public welfare or for charitable, scientific, or educational purposes, and in time of war to make donations in aid of war activities. (13) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, stock bonus plans, stock option plans, and other incentive plans for any or all of its directors, officers, and employees. (14) To be a partner, member, associate, or manager of any partnership, joint venture, trust, or other enterprise. (15) To cease corporate activities and surrender its corporate franchise. (16) To have and exercise all powers necessary or convenient to effect its purposes.
RCW 23.100.1006 — Washington Code / Title 23 / Chapter 100 / Section 1006
RCW 23.100.1006: Winding up.
Status: in_force

(1) A dissolved limited cooperative association shall wind up its activities and affairs, and except as provided in RCW 23.100.1007 , the association continues after dissolution only for the purpose of winding up. (2) In winding up its activities and affairs, the board of directors: (a) Shall discharge the association's debts, obligations, or other liabilities, settle and close the association's activities, and marshal and distribute the assets of the association; and (b) May: (i) Deliver to the secretary of state for filing a statement of dissolution stating the name of the association and that the association is dissolved; (ii) Preserve the association's activities, affairs, and property as a going concern for a reasonable time; (iii) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative; (iv) Transfer the association's property; (v) Settle disputes by mediation or arbitration; (vi) Deliver to the secretary of state for filing a statement of termination stating the name of the company and that the company is terminated; and (vii) Perform other acts necessary or appropriate to the winding up. (3) After dissolution and upon application of a limited cooperative association, a member, or a holder of financial rights, a superior court may order judicial supervision of the winding up of the association, including the appointment of a person to wind up the association's activities, if: (a) After a reasonable time, the association has not wound up its activities; or (b) The applicant establishes other good cause. (4) If a person is appointed pursuant to subsection (3) of this section to wind up the activities of a limited cooperative association, the association shall promptly deliver to the secretary of state for filing an amendment to the articles of organization to reflect the appointment.