RCW 23B.25.050 — Washington Code / Title 23B / Chapter 25 / Section 050
RCW 23B.25.050: Duties of director—Standards—Liabilities.
Status: in_force

(1) A director of a social purpose corporation shall discharge the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation in accordance with RCW 23B.08.300 . (2) Unless the articles of incorporation provide otherwise, in discharging his or her duties as a director, the director of a social purpose corporation may consider and give weight to one or more of the social purposes of the corporation as the director deems relevant. (3) Any action taken as a director of a social purpose corporation, or any failure to take any action, that the director 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) A director of a social purpose corporation is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section. (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 a director 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 director of a corporation that is not a social purpose corporation.
RCW 23B.18.020 — Washington Code / Title 23B / Chapter 18 / Section 020
RCW 23B.18.020: Mortgage foreclosure.
Status: in_force

Such nonadmitted organizations shall have the right to foreclose such mortgages under the laws of this state or to receive voluntary conveyance in lieu of foreclosure, and in the course of such foreclosure or of such receipt of conveyance in lieu of foreclosure, to acquire the mortgaged property, and to hold and own such property and to dispose thereof. Such nonadmitted organizations however, shall not be allowed to hold, own, and operate said property for a period exceeding five years. In the event said nonadmitted organizations do hold, own, and operate said property for a period in excess of five years, it shall be forthwith required to appoint an agent as required by RCW 23B.15.070 and Article 4 of chapter 23.95 RCW for foreign corporations doing business in this state.
RCW 23.86.160 — Washington Code / Title 23 / Chapter 86 / Section 160
RCW 23.86.160: Apportionment of earnings.
Status: in_force

The directors may apportion the net earnings by paying dividends upon the paid-up capital stock at a rate not exceeding eight percent per annum. They may set aside reasonable reserves out of such net earnings for any association purpose. The directors may, however, distribute all or any portion of the net earnings to members in proportion to the business of each with the association and they may include nonmembers at a rate not exceeding that paid to members. The directors may distribute, on a patronage basis, such net earnings at different rates on different classes, kinds, or varieties of products handled. All dividends declared or other distributions made under this section may, in the discretion of the directors, be in the form of capital stock, capital or equity certificates, book credits, or capital funds of the association. All unclaimed dividends or distributions authorized under this chapter or funds payable on redeemed stock, equity certificates, book credits, or capital funds shall revert to the association at the discretion of the directors at any time after one year from the end of the fiscal year during which such distributions or redemptions have been declared.
RCW 23.100.0802 — Washington Code / Title 23 / Chapter 100 / Section 0802
RCW 23.100.0802: Contribution and validation.
Status: in_force

(1) Unless the organic rules otherwise provide, the contributions of a member to a limited cooperative association may consist of property transferred to, services performed for, or another benefit provided to the association or an agreement to transfer property to, perform services for, or provide another benefit to the association. (2) The receipt and acceptance of contributions and the valuation of contributions must be reflected in a limited cooperative association's records. (3) Unless the organic rules otherwise provide, the board of directors shall determine the value of a member's contributions received or to be received and the determination by the board of directors of valuation is conclusive for purposes of determining whether the member's contribution obligation has been met.
RCW 23B.05.020 — Washington Code / Title 23B / Chapter 05 / Section 020
RCW 23B.05.020: Change of registered agent.
Status: in_force

(1) A corporation may change its registered agent in accordance with RCW 23.95.430 . (2) A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440 .
RCW 23B.11A.080 — Washington Code / Title 23B / Chapter 11A / Section 080
RCW 23B.11A.080: Abandonment of merger or share exchange.
Status: in_force

(1) After a plan of merger or share exchange has been approved as required by this chapter, and before articles of merger or share exchange have become effective, the plan of merger or share exchange may be abandoned by a domestic corporation that is a party to the plan of merger or share exchange without action by its shareholders in accordance with any procedures provided in the plan of merger or share exchange or, if no such procedures are provided in the plan of merger or share exchange, in the manner determined by the board of directors. (2) If a merger or share exchange is abandoned under subsection (1) of this section after articles of merger or share exchange have been delivered to the secretary of state for filing but before the merger or share exchange has become effective, a statement of withdrawal executed by all the parties that executed the articles of merger or share exchange must be delivered to the secretary of state for filing before the articles of merger or share exchange become effective in accordance with RCW 23.95.215 . (3) The statement of withdrawal will become effective at the effective date and time as determined in accordance with RCW 23.95.210 and the merger or share exchange will be deemed abandoned and will not become effective.
RCW 23.78.090 — Washington Code / Title 23 / Chapter 78 / Section 090
RCW 23.78.090: Internal capital account cooperatives.
Status: in_force

(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital stock. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by stockholders. (2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member's internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses, and retained net earnings not allocated to individual members. (3) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative.
RCW 23B.01.220 — Washington Code / Title 23B / Chapter 01 / Section 220
RCW 23B.01.220: Fees.
Status: in_force

Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120 .
RCW 23.78.010 — Washington Code / Title 23 / Chapter 78 / Section 010
RCW 23.78.010: Definitions.
Status: in_force

For the purposes of this chapter, the terms defined in this section have the meanings given: (1) "Employee cooperative" means a corporation that has elected to be governed by the provisions of this chapter. (2) "Member" means a natural person who has been accepted for membership in, and owns a membership share issued by an employee cooperative. (3) "Patronage" means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws. (4) "Written notice of allocation" means a written instrument which discloses to a member the stated dollar amount of the member's patronage allocation, and the terms for payment of that amount by the employee cooperative.
RCW 23B.16.030 — Washington Code / Title 23B / Chapter 16 / Section 030
RCW 23B.16.030: Scope of inspection right.
Status: in_force

(1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder. (2) The corporation may, if reasonable, satisfy the right to copy records under *RCW 23B.16.020 by furnishing copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission. (3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the documents. (4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under RCW 23B.16.020 (2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
RCW 23.86.020 — Washington Code / Title 23 / Chapter 86 / Section 020
RCW 23.86.020: Business authorized.
Status: in_force

An association created under this chapter, being for mutual welfare, the words "lawful business" shall extend to every kind of lawful effort for business, agricultural, dairy, mercantile, mining, manufacturing or mechanical business, on the cooperative plan.
RCW 23B.30.080 — Washington Code / Title 23B / Chapter 30 / Section 080
RCW 23B.30.080: Judicial proceedings to validate or challenge ratification.
Status: in_force

(1) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, or any shareholder of the corporation, including any person who was a shareholder of the corporation as of the date of a defective corporate action, the superior courts may: (a) Validate any defective corporate action that has not been ratified in accordance with RCW 23B.30.030 ; or (b) Determine that any ratification of a defective corporate action under RCW 23B.30.030 is not valid or effective because it failed to comply with the procedural requirements imposed by this chapter. (2) In connection with a proceeding under subsection (1)(a) of this section, the court shall identify the defective corporate action to be validated, including the information required under RCW 23B.30.030 (1)(a) through (c) or (2)(a) and (b), as applicable, and may make such findings or orders as it deems proper under the circumstances. In determining whether to validate a defective corporate action under subsection (1)(a) of this section, the court may consider the following: (a) Whether the defective corporate action was originally approved or effectuated with the belief that the approval or effectuation was in compliance with the provisions of this title, the articles of incorporation or bylaws of the corporation, and any corporate resolution or plan or agreement of or to which the corporation is a party that would be relevant in determining whether there was a failure of authorization; (b) Whether the corporation and board of directors has treated the defective corporate action as a valid action or transaction; (c) Whether any person has acted in reliance on the public record that the defective corporate action was valid or would be harmed by the failure to validate the defective corporate action; (d) Whether any person would be harmed by the validation of the defective corporate action, excluding any harm that would have resulted if the defective corporate action had been valid when approved or effectuated; and (e) Any other factors or considerations that the court deems proper in the circumstances. (3) The court shall stay any proceeding brought under subsection (1)(a) of this section during any ratification process under RCW 23B.30.030 involving the defective corporate action that is the subject of the proceeding until the earlier of: (a) The validation effective time; and (b)(i) If shareholder approval is not required for ratification, the date on which the board of directors votes, but fails to ratify, the defective corporate action, (ii) if shareholder approval is required for ratification in accordance with RCW 23B.30.040 and is to be given at a meeting, the date on which the shareholders vote, but fail to ratify, the defective corporate action, or (iii) if shareholder approval is required for ratification in accordance with RCW 23B.30.040 and is to be given without a meeting, sixty days after the date of execution indicated on the earliest dated shareholder consent approving the ratification that is delivered to the corporation, even though that shareholder consent may not have been delivered to the corporation on that date, if consents executed by a sufficient number of shareholders to approve the ratification are not delivered to the corporation during that sixty-day period. (4) Notwithstanding any other provision of this section or otherwise under applicable law, any proceeding asserting a claim under subsection (1)(b) of this section must be brought within sixty days after the validation effective time, except that this subsection will not apply to any person to whom notice of the ratification was required to have been given pursuant to RCW 23B.30.050 , but to whom such notice was not given. Claims under subsection (1)(b) of this section are to be the exclusive basis for challenging the validity or effectiveness of a defective corporate action ratified under RCW 23B.30.030 . (5) Service of process on the corporation for any proceeding under this section may be made in any manner provided by statute of this state or by rule of the court for service on the corporation, and no other party need be joined in order for the court to adjudicate the matter. In a proceeding commenced by the corporation, the court may require notice of the proceeding to be provided to other persons specified by the court and permit such other persons to intervene in the proceeding. (6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner.
RCW 23B.25.040 — Washington Code / Title 23B / Chapter 25 / Section 040
RCW 23B.25.040: Articles of incorporation—Required and optional provisions—Notice—Availability of copies.
Status: in_force

(1) In addition to the matters required to be set forth in the articles of incorporation pursuant to *RCW 23B.02.020 (1) and (2), the articles of incorporation of a social purpose corporation must set forth: (a) A corporate name for the social purpose corporation that contains the words "social purpose corporation" or "SPC" as an abbreviation of those words; (b) A statement that the corporation is organized as a social purpose corporation governed by this chapter; (c) A statement setting forth the general social purpose or purposes for which the corporation is organized pursuant to RCW 23B.25.020 ; (d) If the corporation has designated one or more specific social purpose or purposes pursuant to RCW 23B.25.030 , a statement setting forth such specific social purpose or purposes; and (e) A provision that states the following: "The mission of this social purpose corporation is not necessarily compatible with and may be contrary to maximizing profits and earnings for shareholders, or maximizing shareholder value in any sale, merger, acquisition, or other similar actions of the corporation." (2) In addition to the matters that must be set forth in the articles of incorporation in accordance with subsection (1) of this section and the provisions that may be set forth in the articles of incorporation pursuant to *RCW 23B.02.020 (5) and (6), the articles of incorporation of a social purpose corporation may contain the following provisions: (a) A provision requiring the corporation's directors or officers to consider the impacts of any corporate action or proposed corporate action upon one or more of the social purposes of the corporation; (b) A provision requiring the corporation to furnish to the shareholders an assessment of the overall performance of the corporation with respect to its social purpose or purposes, prepared in accordance with a third-party standard; (c) A provision requiring, for any or all corporate actions, the vote of a larger proportion or of all of the shares of any class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this title or this chapter; (d) A provision requiring the approval of the shareholders for any corporate action, even though not otherwise required by this title; and (e) A provision limiting the duration of the corporation's existence to a specified date. (3) Prior to the issuance of shares, the corporation shall furnish a prospective shareholder with a copy of the articles of incorporation. (4) Prior to the transfer of shares, the transferor shareholder must deliver written notice of the transfer to the corporation. Within a reasonable time after receiving notice, the corporation shall provide the prospective transferee with a copy of the articles of incorporation.
RCW 23B.06.020 — Washington Code / Title 23B / Chapter 06 / Section 020
RCW 23B.06.020: Terms of class or series.
Status: in_force

(1) If the articles of incorporation so provide, the board of directors may determine, in whole or part, the preferences, limitations, voting powers, and relative rights, within the limits set forth in RCW 23B.06.010 (1)(b) and this section of (a) any class of shares before the issuance of any shares of that class, or (b) one or more series within a class, and designate the number of shares within that series, before the issuance of any shares of that series. (2) Each series of a class must be given a distinguishing designation. (3) All shares of a series must have preferences, limitations, voting powers, and relative rights identical with those of other shares of the same series, except to the extent otherwise permitted by RCW 23B.06.010 (1)(b). All shares of a series must have preferences, limitations, voting powers, and relative rights identical with those of shares of other series of the same class, except to the extent otherwise provided in the description of the series. (4) Before issuing any shares of a class or series created under this section, the corporation must deliver to the secretary of state for filing articles of amendment, which are effective without shareholder approval, that set forth: (a) The name of the corporation; (b) The text of the amendment determining the terms of the class or series of shares; (c) The date it was adopted; and (d) The statement that the amendment was duly adopted by the board of directors. (5) Unless the articles of incorporation provide otherwise, the board of directors may, after the issuance of shares of a series whose number it is authorized to designate, amend the resolution establishing the series to decrease, but not below the number of shares of such series then outstanding, the number of authorized shares of that series, by filing articles of amendment, which are effective without shareholder approval, in the manner provided in subsection (4) of this section.
RCW 23.86.360 — Washington Code / Title 23 / Chapter 86 / Section 360
RCW 23.86.360: Application of Title 23B RCW.
Status: in_force

The provisions of Title 23B RCW shall apply to the associations subject to this chapter, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter. The terms "shareholder" or "shareholders" as used in Title 23B RCW, or in chapter 24.06 RCW as incorporated by reference herein, shall be deemed to refer to "member" or "members" as defined in this chapter. When the terms "share" or "shares" are used with reference to voting rights in Title 23B RCW, or in chapter 24.06 RCW as incorporated by reference herein, such terms shall be deemed to refer to the vote or votes entitled to be cast by a member or members.
RCW 23.100.0402 — Washington Code / Title 23 / Chapter 100 / Section 0402
RCW 23.100.0402: Becoming a member.
Status: in_force

After formation of a limited cooperative association, a person becomes a member: (1) As provided in the organic rules; (2) As the result of a conversion or merger effective under RCW 23.100.1301 through 23.100.1320 ; or (3) With the affirmative vote or consent of all the members.
RCW 23.100.0903 — Washington Code / Title 23 / Chapter 100 / Section 0903
RCW 23.100.0903: Power of legal representative of deceased member.
Status: in_force

If a member dies, the deceased member's legal representative may exercise for the purposes of settling the estate, the rights the deceased member had under RCW 23.100.0405 .
RCW 23.100.1013 — Washington Code / Title 23 / Chapter 100 / Section 1013
RCW 23.100.1013: Statement of termination.
Status: in_force

(1) A dissolved limited cooperative association that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: (a) The name of the association; (b) The date of filing of its initial articles of organization; and (c) That the association is terminated. (2) The filing of a statement of termination does not itself terminate the limited cooperative association.
RCW 23B.13.250 — Washington Code / Title 23B / Chapter 13 / Section 250
RCW 23B.13.250: Payment.
Status: in_force

(1) Except as provided in RCW 23B.13.270 , within thirty days of the later of the effective date of the proposed corporate action, or the date the payment demand is received, the corporation shall pay each dissenter who complied with RCW 23B.13.230 the amount the corporation estimates to be the fair value of the shareholder's shares, plus accrued interest. (2) The payment must be accompanied by: (a) The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any; (b) An explanation of how the corporation estimated the fair value of the shares; (c) An explanation of how the interest was calculated; (d) A statement of the dissenter's right to demand payment under RCW 23B.13.280 ; and (e) A copy of this chapter.
RCW 23B.14.070 — Washington Code / Title 23B / Chapter 14 / Section 070
RCW 23B.14.070: Holder of an unpaid claim—Proceeding against dissolved corporation to collect amount of claim.
Status: in_force

(1) The holder of an unpaid claim against a dissolved corporation that is not barred under RCW 23B.14.060 (2) or 23B.14.065 (4) or by expiration of the survival period specified in RCW 23B.14.340 may, within the statute of limitations applicable to the claim, commence a proceeding against the dissolved corporation to collect the amount of the claim from any remaining undistributed assets of the corporation. If the undistributed assets of the corporation are not or may not be sufficient to satisfy the amount of the unpaid claim, and there have been distributions to shareholders as to which the limitations period specified in RCW 23B.08.310 (5) has not expired at the time the proceeding is commenced, the holder of the unpaid claim may include as a part of the relief claimed against the dissolved corporation a petition to compel the dissolved corporation to collect any amounts owing to it by directors or shareholders under RCW 23B.08.310 and to apply the collections toward payment of the claim. The filing of such a petition to compel the corporation to collect unlawfully distributed amounts from directors or shareholders tolls the limitations periods specified in RCW 23B.08.310 (5) and 23B.14.340 with respect to the unpaid claim, as to directors and shareholders who may be liable under RCW 23B.08.310 . If the dissolved corporation fails, within a reasonable period of time after the filing of such a petition to compel it to collect amounts owing under RCW 23B.08.310 , to join those directors and shareholders who may be liable for the amounts, the holder of the unpaid claim may join those directors and shareholders as additional defendants in the proceeding. The holder of the unpaid claim may also join all directors and shareholders who may be liable under RCW 23B.08.310 as additional defendants in the proceeding, at any time upon establishing to the satisfaction of the court that any of such shareholders, with intent to delay or defraud or place property beyond the reach of the corporation's creditors, has removed or is about to remove from this state, or has assigned, secreted, or disposed of, or is about to assign, secrete, or dispose of, any of the property distributed by the corporation as to which the shareholder may be liable under RCW 23B.08.310 (3). Except as permitted by this section, the holder of the unpaid claim may not, by means of any proceeding or otherwise, seek to enforce the claim directly against any of the dissolved corporation's officers or directors in those capacities, or against any of its shareholders on account of their receipt of distributions after the effective date of dissolution. (2) Claims against a dissolved corporation that are barred under RCW 23B.14.060 (2) or 23B.14.065 (4) or by expiration of the survival period specified in RCW 23B.14.340 may not be enforced against the dissolved corporation, any of its officers or directors in those capacities, or any of its shareholders on account of their receipt of distributions after the effective date of dissolution.
RCW 23B.30.020 — Washington Code / Title 23B / Chapter 30 / Section 020
RCW 23B.30.020: Chapter not exclusive.
Status: in_force

(1) A defective corporate action is not void or voidable solely as a result of a failure of authorization if ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080 . (2) Ratification under RCW 23B.30.030 or validation under RCW 23B.30.080 is not the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification or validation in accordance with this chapter does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor does it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
RCW 23.100.0619 — Washington Code / Title 23 / Chapter 100 / Section 0619
RCW 23.100.0619: Conflict of interest.
Status: in_force

(1) The law applicable to conflicts of interest between a director of an entity organized under Title 23B RCW governs conflicts of interest between a limited cooperative association and a director or member of a committee of the board of directors. (2) A director does not have a conflict of interest under chapter 23.95 RCW and this chapter or the organic rules solely because the director's conduct relating to the duties of the director may further the director's own interest.
RCW 23.95.100 — Washington Code / Title 23 / Chapter 95 / Section 100
RCW 23.95.100: Short title.
Status: in_force

This chapter may be known and cited as the uniform business organizations code—general provisions.
RCW 23.95.405 — Washington Code / Title 23 / Chapter 95 / Section 405
RCW 23.95.405: Entities required to designate and maintain registered agent.
Status: in_force

The following shall designate and maintain a registered agent in this state: (1) A domestic entity; and (2) A registered foreign entity.
RCW 23B.02.060 — Washington Code / Title 23B / Chapter 02 / Section 060
RCW 23B.02.060: Bylaws.
Status: in_force

(1) The incorporators or board of directors of a corporation must adopt initial bylaws for the corporation. (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010 (2)(b) or otherwise conflict with this title or any other law, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320 .
RCW 23B.14.200 — Washington Code / Title 23B / Chapter 14 / Section 200
RCW 23B.14.200: Administrative dissolution—Grounds.
Status: in_force

The secretary of state may administratively dissolve a corporation under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.
RCW 23B.06.240 — Washington Code / Title 23B / Chapter 06 / Section 240
RCW 23B.06.240: Share rights, options, warrants, and awards.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors must determine the terms and conditions upon which the rights, options, or warrants are issued and may become exercisable, exchangeable, or convertible, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable. (2) The terms and conditions of such rights, options, or warrants may include restrictions or conditions that: (a) Preclude or limit the exercise, transfer, or receipt of such rights, options, or warrants by any person or persons owning or offering to acquire any number or percentage of the outstanding shares or other securities of the corporation or by any transferee or transferees of any such person or persons; (b) Invalidate or void any rights, options, or warrants held by any person or persons or any such transferee or transferees; or (c) Are dependent upon facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants if the manner in which those facts operate on the rights, options, or warrants or the holders thereof is clearly set forth in the documents or the resolutions. For purposes of this section, "facts ascertainable outside the documents evidencing them or outside the resolution or resolutions adopted by the board of directors creating such rights, options, or warrants" includes, but is not limited to, the existence of any condition or the occurrence of any event, including, without limitation, a determination or action by any person or body, including the corporation, its board of directors, or an officer, employee, or agent of the corporation. (3) The board of directors may authorize one or more officers to: (a) Designate the recipients of rights, options, warrants, or other equity awards that involve the issuance of shares of the corporation; and (b) determine, within an amount and subject to other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity awards, and the terms and conditions of such rights, options, warrants, or other equity awards to be received by the recipients. An officer may not use such authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of such rights, options, warrants, or other equity awards.
RCW 23.95.435 — Washington Code / Title 23 / Chapter 95 / Section 435
RCW 23.95.435: Change of name, address, type of entity, or jurisdiction of formation by noncommercial registered agent.
Status: in_force

(1) If a noncommercial registered agent changes its name or its address in effect with respect to a represented entity under RCW 23.95.415 (1), the agent shall deliver to the secretary of state for filing, with respect to each entity represented by the agent, a statement of change executed by the agent which states: (a) The name of the entity; (b) The name and address of the agent in effect with respect to the entity; (c) If the name of the agent has changed, the new name; and (d) If the address of the agent has changed, the new address. (2) A noncommercial registered agent promptly shall furnish the represented entity with notice in a record of the delivery to the secretary of state for filing of a statement of change and the changes made in the statement.
RCW 23B.01.420 — Washington Code / Title 23B / Chapter 01 / Section 420
RCW 23B.01.420: Notice—Common address—Address defined—Shareholders consent.
Status: in_force

(1) A corporation has delivered written notice or any other report or statement to all shareholders of record who share a common address if all of the following requirements are met: (a) The corporation delivers one copy of the notice, report, or statement to the common address; (b) The corporation addresses the notice, report, or statement to the shareholders who share that address either as a group or to each of the shareholders individually or in any other manner to which each of those shareholders has consented; and (c) Each of those shareholders consents to delivery of a single copy of such notice, report, or statement to the shareholders' common address. (2) For purposes of this section, "address" means a street address, a post office box number, a facsimile telephone number, an address, location, or system for electronic transmissions, an electronic mail address, or another similar destination to which documents are delivered. (3) Any consent described in subsection (1) of this section is revocable by any shareholder who delivers written notice of revocation to the corporation. If the written notice of revocation is delivered, the corporation must begin providing individual notices, reports, or statements to the revoking shareholder within thirty days after delivery of the written notice of revocation. (4) Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection (1) of this section, will be deemed to have consented to receiving single copies at the common address, on condition that the notice of intention explains that consent may be revoked and the method for revoking consent.
RCW 23.100.0418 — Washington Code / Title 23 / Chapter 100 / Section 0418
RCW 23.100.0418: Approval of certain transactions.
Status: in_force

(1) For a limited cooperative association to approve a plan for a transaction under RCW 23.100.1301 through 23.100.1320 , the plan must be approved by a majority of the board of directors, or a greater vote if required by the organic rules, and the board shall call a members meeting to consider the plan, hold the meeting not later than ninety days after approval of the plan by the board, and, subject to RCW 23.100.0419 , mail or otherwise transmit or deliver in a record to each member: (a) The plan, or a summary of the plan and a statement of the manner in which a copy of the plan in a record reasonably may be obtained by a member; (b) A recommendation that the members approve the plan, or if the board determines that because of a conflict of interest or other 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 plan to the members; and (d) Notice of the meeting at which the plan will be considered, which must be given in the same manner as notice of a special meeting of members. (2) Subject to subsections (3) and (4) of this section, a plan must be approved by: (a) At least two-thirds of the voting power of members present at a members meeting called under subsection (1) 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 vote by patron members. (3) The organic rules may provide that the required vote under subsection (2)(a) of this section be: (a) A different fraction 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. (4) The vote required under subsections (2) and (3) of this section to approve a plan may not be less than the vote required for the members of the limited cooperative association to amend the articles of organization. (5) A member's consent in a record to a plan must be delivered to the limited cooperative association before delivery to the secretary of state for filing of articles of merger or conversion if, as a result of the merger or conversion, the member will have interest holder liability for debts, obligations, or other liabilities that are incurred after the transaction becomes effective. (6) The voting requirements for districts, classes, or voting groups under RCW 23.100.0304 apply to approval of a transaction under RCW 23.100.1301 through 23.100.1320 .
RCW 23.86.080 — Washington Code / Title 23 / Chapter 86 / Section 080
RCW 23.86.080: Directors—Election and appointment.
Status: in_force

(1) Associations shall be managed by a board of not less than three directors (which may be referred to as "trustees"). The directors shall be elected by the members of the association at such time, in such manner, and for such term of office as the bylaws may prescribe, and shall hold office during the term for which they were elected and until their successors are elected and qualified. (2) Except as provided in RCW 23.86.087 , any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the predecessor in office.
RCW 23B.14.030 — Washington Code / Title 23B / Chapter 14 / Section 030
RCW 23B.14.030: Articles of dissolution—Publication of notice.
Status: in_force

(1) At any time after dissolution is authorized under RCW 23B.14.010 or 23B.14.020 , the corporation may dissolve by delivering to the secretary of state for filing: (a) A copy of a revenue clearance certificate issued pursuant to RCW 82.32.260 ; and (b) Articles of dissolution setting forth: (i) The name of the corporation; (ii) The date dissolution was approved; and (iii) A statement that dissolution was duly approved by the initial directors, the incorporators, or the board of directors in accordance with RCW 23B.14.010 , or was duly proposed by the board of directors and approved by the shareholders in accordance with RCW 23B.14.020 . (2) A corporation is dissolved upon the effective date of its articles of dissolution. (3) A dissolved corporation shall, within thirty days after the effective date of its articles of dissolution, publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. The notice must be published once a week for three consecutive weeks in a newspaper of general circulation in the county where the dissolved corporation's principal office (or, if none in this state, its registered office) is or was last located. The notice must also describe the information that must be included in a claim, provide a mailing address where a claim may be sent, and state that claims against the dissolved corporation may be barred in accordance with the provisions of this chapter if not timely asserted. A dissolved corporation's failure to publish notice in accordance with this subsection does not affect the validity or the effective date of its dissolution. (4) For purposes of this chapter, "dissolved corporation" means a corporation whose dissolution has been approved in accordance with RCW 23B.14.010 or 23B.14.020 and whose articles of dissolution have become effective, and includes any trust or other successor entity to which the remaining assets of such a corporation are transferred subject to its liabilities for purposes of liquidation in accordance with RCW 23B.14.050 .
RCW 23B.14.340 — Washington Code / Title 23B / Chapter 14 / Section 340
RCW 23B.14.340: Survival of remedy after dissolution.
Status: in_force

The dissolution of a corporation either (1) by the filing with the secretary of state of its articles of dissolution, (2) by administrative dissolution by the secretary of state, (3) by a decree of court, or (4) by expiration of its period of duration shall not take away or impair any remedy available against such corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution or arising thereafter, unless action or other proceeding thereon is not commenced within two years after the effective date of any dissolution that was effective prior to June 7, 2006, or within three years after the effective date of any dissolution that is effective on or after June 7, 2006. Any such action or proceeding against the corporation may be defended by the corporation in its corporate name.
RCW 23B.01.250 — Washington Code / Title 23B / Chapter 01 / Section 250
RCW 23B.01.250: Filing duty of secretary of state.
Status: in_force

RCW 23.95.225 governs the secretary of state's duty to file documents delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a document.
RCW 23B.07.260 — Washington Code / Title 23B / Chapter 07 / Section 260
RCW 23B.07.260: Corporate action by single and multiple voting groups.
Status: in_force

(1) If the articles of incorporation or this title provide for voting on a corporate action by all shares entitled to vote thereon, voting together as a single voting group and do not provide for separate voting by any other voting group or groups with respect to that corporate action, that corporate action is approved when voted upon by that single voting group as provided in RCW 23B.07.250 . (2) If the articles of incorporation or this title provide for voting by two or more voting groups on a corporate action, that corporate action is approved only when voted upon by each of those voting groups as provided in RCW 23B.07.250 .
RCW 23B.08.040 — Washington Code / Title 23B / Chapter 08 / Section 040
RCW 23B.08.040: Election of directors by certain classes or series of shares.
Status: in_force

If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. A class, or classes, or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
RCW 23B.08.710 — Washington Code / Title 23B / Chapter 08 / Section 710
RCW 23B.08.710: Judicial action.
Status: in_force

(1) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction. (2) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if: (a) Directors' action respecting the transaction was at any time taken in compliance with RCW 23B.08.720 ; (b) Shareholders' action respecting the transaction was at any time taken in compliance with RCW 23B.08.730 ; or (c) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
RCW 23B.25.070 — Washington Code / Title 23B / Chapter 25 / Section 070
RCW 23B.25.070: Shares—Represented by certificate—Not represented by certificate.
Status: in_force

(1) Shares issued by a social purpose corporation may but need not be represented by certificates. (2) If shares are represented by certificates, in addition to the information required on certificates by RCW 23B.06.250 (2) and (3), each share certificate must state on its face the following language in a conspicuous manner: "This entity is a social purpose corporation organized under Title 23B RCW of the Washington business corporation act. The articles of incorporation of this corporation state one or more social purposes of this corporation. The corporation will furnish the shareholder this information without charge on request in writing." (3) If shares are not represented by certificates, within a reasonable time after the issue or transfer of such shares, the corporation shall deliver to the shareholder a written statement of the information required on certificates pursuant to RCW 23B.06.260 (2) and the language required on certificates by subsection (2) of this section.
RCW 23B.19.010 — Washington Code / Title 23B / Chapter 19 / Section 010
RCW 23B.19.010: Legislative findings—Intent.
Status: in_force

The legislature finds that: (1) Corporations that offer employment and health, retirement, and other benefits to citizens of the state of Washington are vital to the economy of this state and the well-being of all of its citizens; (2) The welfare of the employees of these corporations is of paramount interest and concern to this state; (3) Many businesses in this state rely on these corporations to purchase goods and services; (4) Hostile or unfriendly attempts to gain control of or influence otherwise publicly held corporations can cause corporate management to dissipate a corporation's assets in an effort to resist the takeover by selling or distributing cash or assets, redeeming stock, or taking other steps to increase the short-term gain to shareholders and to dissipate energies required for strategic planning, market development, capital investment decisions, assessment of technologies, and evaluation of competitive challenges that can damage the long-term interests of shareholders and the economic health of the state by reducing or eliminating the ability to finance investments in research and development, new products, facilities and equipment, and by undermining the planning process for those purposes; (5) Hostile or unfriendly attempts to gain control or influence otherwise publicly held corporations are often highly leveraged pursuant to financing arrangements which assume that an acquirer will promptly obtain access to an acquired corporation's cash or assets and use them, or the proceeds of their sale, to repay acquisition indebtedness; (6) Hostile or unfriendly attempts to gain control of or influence otherwise publicly held corporations can harm the economy of the state by weakening corporate performance, and causing unemployment, plant closings, reduced charitable donations, declining population base, reduced income to fee-supported local government services, reduced tax base, and reduced income to other businesses; and (7) The state has a substantial and legitimate interest in regulating domestic corporations and those foreign corporations that have their most significant business contacts with this state and in regulating hostile or unfriendly attempts to gain control of or influence otherwise publicly held domestic corporations and those foreign corporations that employ a large number of citizens of the state, pay significant taxes, and have a substantial economic base in the state. The legislature intends this chapter to balance the substantial and legitimate interests of the state in domestic corporations and those foreign corporations that employ a large number of citizens of the state and that have a substantial economic base in the state with: The interests of citizens of other states who own shares of such corporations; the interests of the state of incorporation of such foreign corporations in regulating the internal affairs of corporations incorporated in that state; and the interests of promoting interstate commerce. To this effect, the legislature intends to regulate certain transactions between publicly held corporations and acquiring persons that will tend to harm the long-term health of domestic corporations and of foreign corporations that have their principal executive office and a majority of their assets in this state and that employ a large number of citizens of this state.
RCW 23.95.225 — Washington Code / Title 23 / Chapter 95 / Section 225
RCW 23.95.225: Duty of secretary of state to file—Review of refusal to file.
Status: in_force

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(1) The secretary of state shall file an entity filing that satisfies this chapter. The duty of the secretary of state under this section is ministerial. (2) The secretary of state shall record an entity filing on the date and at the time of its receipt. After filing an entity filing, the secretary of state shall deliver to the person that submitted the filing a copy of the filed record with an acknowledgment of the date and time of filing. (3) If the secretary of state refuses to file an entity filing, the secretary of state not later than fifteen business days after the filing is received, shall: (a) Return the entity filing or notify the person that submitted the filing of the refusal; and (b) Provide a brief explanation in a record of the reason for the refusal. (4) If the secretary of state refuses to file an entity filing, the person that submitted the entity filing may petition the superior court to compel its filing. The entity filing and the explanation of the secretary of state of the refusal to file must be attached to the petition. The court may decide the matter in a summary proceeding. (5) The filing of or refusal to file an entity filing does not: (a) Affect the validity or invalidity of the entity filing in whole or in part; (b) Relate to the correctness or incorrectness of information contained in the entity filing; or (c) Create a presumption that the information contained in the filing is correct or incorrect.
RCW 23.100.1305 — Washington Code / Title 23 / Chapter 100 / Section 1305
RCW 23.100.1305: Amendment or abandonment of plan of conversion.
Status: in_force

(1) A plan of conversion of a converting entity may be amended: (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 governors or interest holders in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the conversion is entitled to vote on or consent to any amendment of the plan that will change: (i) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the interest holders of the converting entity under the plan; (ii) The public organic record, if any, or private organic rules of the converted entity which will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (iii) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. (2) After a plan of conversion has been approved and before a statement of conversion is effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, a converting entity may abandon the plan in the same manner as the plan was approved. (3) If a plan of conversion is abandoned after a statement of conversion has been delivered to the secretary of state for filing and before the statement is effective, a statement of abandonment, executed by the converting entity, must be delivered to the secretary of state for filing before the statement of conversion is effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (a) The name of the converting entity; (b) The date on which the statement of conversion was filed by the secretary of state; and (c) A statement that the conversion has been abandoned in accordance with this section.
RCW 23B.12.010 — Washington Code / Title 23B / Chapter 12 / Section 010
RCW 23B.12.010: Sale of property and assets in usual and regular course of business or for benefit of creditors.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required: (a) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's property and assets in the usual and regular course of its business; or (b) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's property and assets, regardless of whether or not these actions are in the usual and regular course of its business. (2) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required to dedicate the corporation's property and assets to the repayment of its creditors through an assignment for the benefit of creditors in accordance with chapter 7.08 RCW that is approved by the board of directors, or by the appointment of a general receiver in a proceeding under chapter 7.60 RCW that is approved by the board of directors. The assumption of control over the corporation's property and assets by an assignee for the benefit of creditors or by a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation's property and assets or the application of any property and assets or proceeds toward satisfaction of the claims of creditors.
RCW 23.100.0404 — Washington Code / Title 23 / Chapter 100 / Section 0404
RCW 23.100.0404: Liability of members and directors.
Status: in_force

(1) Unless the articles of organization provide otherwise, a debt, obligation, or other liability of a limited cooperative association is solely the debt, obligation, or other liability of the association. A member or director is not personally liable, directly or indirectly, by way of contribution or otherwise, for a debt, obligation, or other liability of the association solely by reason of being or acting as a member or director of the association. This subsection applies regardless of the dissolution of the association. (2) The failure of a limited cooperative association to observe formalities relating to the exercise of its powers or management of its activities and affairs is not grounds for imposing liability on any member or director for a debt, obligation, or other liability of the association.
RCW 23.100.0411 — Washington Code / Title 23 / Chapter 100 / Section 0411
RCW 23.100.0411: Voting by patron members.
Status: in_force

Except as provided by RCW 23.100.0412 (1), each patron member has one vote. The organic rules may allocate voting power among patron members as provided in RCW 23.100.0412 (1).
RCW 23.100.0307 — Washington Code / Title 23 / Chapter 100 / Section 0307
RCW 23.100.0307: Amendment or restatement of articles of organization—Filing.
Status: in_force

(1) To amend its articles of organization, a limited cooperative association must deliver to the secretary of state for filing an amendment of the articles, or restated articles of organization, which contain one or more amendments of the articles of organization, stating: (a) The name of the association; (b) The date of filing of the association's initial articles; and (c) The text of the amendment. (2) Before the beginning of the initial meeting of the board of directors, an organizer who knows that information in the filed articles of organization was inaccurate when the articles were filed or has become inaccurate due to changed circumstances shall promptly: (a) Cause the articles to be amended; or (b) If appropriate, deliver an amendment to the secretary of state for filing pursuant to RCW 23.95.110 (2). (3) To restate its articles of organization, a limited cooperative association must deliver to the secretary of state for filing a restatement designated as such in its heading. (4) Upon filing, an amendment of the articles of organization or other record containing an amendment of the articles which has been properly adopted by the members is effective as provided in RCW 23.95.210 .
RCW 23.100.0901 — Washington Code / Title 23 / Chapter 100 / Section 0901
RCW 23.100.0901: Member's dissociation.
Status: in_force

(1) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by express will. (2) Unless the organic rules otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if: (a) It is in breach of an express provision of the organic rules; or (b) It occurs before the termination of the limited cooperative association and: (i) The person is expelled as a member under subsection (4)(c) or (d) of this section; or (ii) In the case of a person that is not an individual, trust other than a business trust, or estate, the person is expelled or otherwise dissociated as a member because it dissolved or terminated in bad faith. (3) Unless the organic rules otherwise provide, a person that wrongfully dissociates as a member is liable to the limited cooperative association and to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the person to the association. (4) A member is dissociated as a member when: (a) The limited cooperative association receives notice in a record of the member's express will to dissociate as a member, or if the member specifies in the notice an effective date later than the date the association received notice, on that later date; (b) An event stated in the organic rules as causing the person's dissociation occurs; (c) The person's entire interest is transferred in a foreclosure sale; (d) The person is expelled as a member under the organic rules; (e) The person is expelled as a member by the board of directors if: (i) It is unlawful to carry on the limited cooperative association's activities and affairs with the person as a member; (ii) There has been a transfer of all the member's financial rights in the association, other than: (A) A transfer for security purposes; or (B) A charging order which has not been foreclosed; (iii) The person is an unincorporated entity that has been dissolved and its activities and affairs are being wound up; (iv) The person is a corporation or cooperative and: (A) The person filed a certificate of dissolution or the equivalent, or the jurisdiction of formation revoked the person's charter or right to conduct business; (B) The association sends a notice to the person that it will be expelled as a member for a reason described in (e)(iv)(A) of this subsection (4); and (C) Not later than ninety days after the notice was sent under (e)(iv)(B) of this subsection (4), the person did not revoke its certificate of dissolution or the equivalent, or the jurisdiction of formation did not reinstate the person's charter or right to conduct business; or (v) The member is an individual and is adjudged incompetent; (f) In the case of an individual, the individual dies; (g) In the case of a member that is a testamentary or inter vivos trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire financial rights in the limited cooperative association are distributed; (h) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire financial interest in the association is distributed; (i) In the case of a person that is not an individual, partnership, limited liability company, cooperative, corporation, trust, or estate, the existence of the person terminates; or (j) The association's participation in a merger under RCW 23.100.1308 through 23.100.1313 that causes the person to cease to be a member.
RCW 23B.18.060 — Washington Code / Title 23B / Chapter 18 / Section 060
RCW 23B.18.060: Venue.
Status: in_force

Suit upon causes of action arising against the said nonadmitted organizations shall be brought in the county where the property is situated which is the subject of the mortgage purchased by the said nonadmitted organizations. If the property covered by the said mortgage is situated in more than one county, venue may be had in any of said counties where the property lies.
RCW 23.100.0101 — Washington Code / Title 23 / Chapter 100 / Section 0101
RCW 23.100.0101: Short title.
Status: in_force

This chapter may be cited as the Washington limited cooperative association act.
RCW 23B.15.020 — Washington Code / Title 23B / Chapter 15 / Section 020
RCW 23B.15.020: Consequences of transacting business without registering.
Status: in_force

Unless it is otherwise authorized to transact business pursuant to a state or federal statute, a foreign corporation transacting business in this state without registering with the secretary of state is subject to RCW 23.95.505 .
RCW 23B.25.005 — Washington Code / Title 23B / Chapter 25 / Section 005
RCW 23B.25.005: Becoming or ceasing to be a social purpose corporation.
Status: in_force

(1) Any corporation may elect to be governed as a social purpose corporation by one of the following means: (a) One or more persons may act as incorporator or incorporators of a social purpose corporation by delivering articles of incorporation that conform to the requirements of this chapter to the secretary of state for filing; or (b) Any corporation which is not a social purpose corporation may elect to become a social purpose corporation by complying with RCW 23B.25.130 . (2) Any social purpose corporation may elect to cease to be governed as a social purpose corporation by complying with RCW 23B.25.140 .
RCW 23.86.055 — Washington Code / Title 23 / Chapter 86 / Section 055
RCW 23.86.055: Articles—Filing.
Status: in_force

(1) The articles of incorporation shall be signed by the incorporators and delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. (2) Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.
RCW 23B.17.010 — Washington Code / Title 23B / Chapter 17 / Section 010
RCW 23B.17.010: Application to existing corporations.
Status: in_force

(1) Unless otherwise provided, this title applies to all domestic corporations in existence on July 1, 1990, that were incorporated under any general statute of this state providing for incorporation of corporations for profit. (2) Unless otherwise provided, a foreign corporation authorized to transact business in this state on July 1, 1990, is subject to this title but is not required to obtain a new certificate of authority to transact business under this title.
RCW 23.95.705 — Washington Code / Title 23 / Chapter 95 / Section 705
RCW 23.95.705: Supplemental principles of law.
Status: in_force

Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
RCW 23B.15.070 — Washington Code / Title 23B / Chapter 15 / Section 070
RCW 23B.15.070: Registered agent of foreign corporation.
Status: in_force

Each foreign corporation registered to transact business in this state must continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
RCW 23B.07.270 — Washington Code / Title 23B / Chapter 07 / Section 270
RCW 23B.07.270: Amendment to quorum or voting requirements.
Status: in_force

An amendment to the articles of incorporation that adds, changes, or deletes a quorum or voting requirement must meet the same quorum requirement and be approved by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be approved, whichever is greater.
RCW 23.100.1317 — Washington Code / Title 23 / Chapter 100 / Section 1317
RCW 23.100.1317: Nonexclusivity.
Status: in_force

The fact that a conversion or merger under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
RCW 23.100.1003 — Washington Code / Title 23 / Chapter 100 / Section 1003
RCW 23.100.1003: Judicial dissolution.
Status: in_force

A superior court may dissolve a limited cooperative association or order any action that under the circumstances is appropriate and equitable: (1) In a proceeding initiated by the attorney general, if: (a) The association obtained its articles of organization through fraud; or (b) The association has continued to exceed or abuse the authority conferred upon it by law; or (2) In a proceeding initiated by a member, if: (a) The directors are deadlocked in the management of the association's affairs, the members are unable to break the deadlock, and irreparable injury to the association is occurring or is threatened because of the deadlock; (b) The directors or those in control of the association have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) The members are deadlocked in voting power and have failed to elect successors to directors whose terms have expired for two consecutive periods during which annual members meetings were held or were to be held; or (d) The assets of the association are being misapplied or wasted.
RCW 23.95.545 — Washington Code / Title 23 / Chapter 95 / Section 545
RCW 23.95.545: Transfer of registration.
Status: in_force

(1) If a registered foreign entity merges into a nonregistered foreign entity or converts to a foreign entity required to register with the secretary of state to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration. The application must be executed by the surviving or converted entity and state: (a) The name of the registered foreign entity before the merger or conversion; (b) The type of entity it was before the merger or conversion; (c) The name of the applicant entity and, if the name does not comply with RCW 23.95.300 , an alternate name adopted pursuant to RCW 23.95.525 (1); (d) The type of entity of the applicant entity and its jurisdiction of formation; and (e) The following information regarding the applicant entity, if different than the information for the foreign entity before the merger or conversion: (i) The street and mailing addresses of the principal office of the entity and, if the law of the entity's jurisdiction of formation requires it to maintain an office in that jurisdiction, the street and mailing addresses of that office; and (ii) The information required pursuant to RCW 23.95.415 (1). (2) When an application for transfer of registration takes effect, the registration of the registered foreign entity to do business in this state is transferred without interruption to the entity into which it has merged or to which it has been converted.
RCW 23B.14.060 — Washington Code / Title 23B / Chapter 14 / Section 060
RCW 23B.14.060: Known claims against a dissolved corporation.
Status: in_force

(1) A dissolved corporation that has published notice of its dissolution in accordance with RCW 23B.14.030 (3) may dispose of any or all of the known claims against it by giving written notice of its dissolution to the holders of the known claims at any time after the effective date of dissolution. The written notice of dissolution must: (a) Provide, for each known claim of the holder to whom the notice is addressed that is sought to be disposed of under this section, either (i) a general description of the known facts specified in subsection (3)(b)(i) or (ii) of this section relating to a matured and legally assertable claim or liability, or (ii) an identification of the executory contract with respect to which unmatured, conditional, or contingent claims or liabilities are sought to be disposed of under this section; (b) Provide a mailing address where a notice of claim may be sent; (c) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice of dissolution, by which a written notice of claim must be delivered to the dissolved corporation; (d) State that the known claim will be barred if a written notice of claim describing the known claim with reasonable particularity is not delivered to the dissolved corporation by the deadline; and (e) State that the known claim or any executory contract on which the known claim is based may be rejected by the dissolved corporation, in which case the holder of the known claim will have a limited period of ninety days from the effective date of the rejection notice in which to commence a proceeding to enforce the known claim. (2) A known claim against the dissolved corporation is barred: (a) If the holder of the known claim who was given written notice of dissolution under subsection (1) of this section does not deliver the written notice of claim to the dissolved corporation by the deadline; or (b) If a holder of a known claim that was rejected by the dissolved corporation does not commence a proceeding to enforce the known claim within ninety days from the effective date of the rejection notice. (3) For purposes of this section, "known claim" means any claim or liability: (a) That either: (i) Has matured sufficiently, before or after the effective date of the dissolution, to be legally capable of assertion against the dissolved corporation, whether or not the amount of the claim or liability is known or determinable; or (ii) is unmatured, conditional, or otherwise contingent but may subsequently arise under any executory contract to which the dissolved corporation is a party, other than under an implied or statutory warranty as to any product manufactured, sold, distributed, or handled by the dissolved corporation; and (b) As to which the dissolved corporation has knowledge of the identity and the mailing address of the holder of the claim or liability and, in the case of a matured and legally assertable claim or liability, actual knowledge of existing facts that either (i) could be asserted to give rise to, or (ii) indicate an intention by the holder to assert, such a matured claim or liability.
RCW 23B.06.230 — Washington Code / Title 23B / Chapter 06 / Section 230
RCW 23B.06.230: Share dividends.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend. (2) Shares of one class or series may not be issued as a share dividend in respect to shares of another class or series unless (a) the articles of incorporation so authorize, (b) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (c) there are no outstanding shares of the class or series to be issued. (3) The board of directors may fix the record date for determining shareholders entitled to a share dividend, which date may not precede the date on which the resolution fixing the record date is approved by the board of directors. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, the record date is the date the board of directors authorizes the share dividend.
RCW 23.95.715 — Washington Code / Title 23 / Chapter 95 / Section 715
RCW 23.95.715: Savings.
Status: repealed

The repeal of a statute by chapter 176, Laws of 2015 does not affect: (1) The operation of the statute or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or (4) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
RCW 23B.10.030 — Washington Code / Title 23B / Chapter 10 / Section 030
RCW 23B.10.030: Amendment of articles of incorporation by board of directors and shareholders.
Status: in_force

If a corporation has issued shares, an amendment to the articles of incorporation, other than an amendment pursuant to RCW 23B.10.020 , must be approved in the following manner: (1) The proposed amendment must first be approved by the board of directors. (2) Except as provided in RCW 23B.10.070 and 23B.10.080 , the amendment must then be approved by the shareholders. In submitting the proposed amendment to the shareholders for approval, the board of directors must recommend that the shareholders approve the amendment unless (a) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (b) RCW 23B.08.245 applies. If either (a) or (b) of this subsection applies, the board of directors must inform the shareholders of the basis for its so proceeding. (3) The board of directors may set conditions for the approval of the amendment by the shareholders or the effectiveness of the amendment. (4) If the amendment is required to be approved by the shareholders, and if the approval is to be given at a meeting, the corporation must notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the amendment is to be submitted for approval. The notice of meeting must state that the purpose, or one of the purposes, of the meeting is to consider the amendment and contain or be accompanied by a copy of the amendment. (5)(a) With respect to a corporation formed before August 1, 2024: (i) Unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, require a different vote, shareholder approval of the amendment requires (A) the approval of two-thirds, or, in the case of a public company, a majority, of the votes entitled to be cast on the amendment, and (B) the approval of two-thirds, or, in the case of a public company, a majority, of the votes entitled to be cast on the amendment by each other voting group entitled under RCW 23B.10.040 or the articles of incorporation to vote separately on the amendment; and (ii) The articles of incorporation may require a different vote than that provided in this subsection, or a different vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the amendment and of each other voting group entitled to vote separately on the amendment. (b) With respect to a corporation formed on or after August 1, 2024, unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, require a greater vote, shareholder approval of the amendment requires (i) the approval of a majority of the votes entitled to be cast on the amendment, and (ii) the approval of a majority of the votes entitled to be cast on the amendment by each other voting group entitled under RCW 23B.10.040 or the articles of incorporation to vote separately on the amendment.
RCW 23.95.500 — Washington Code / Title 23 / Chapter 95 / Section 500
RCW 23.95.500: Governing law.
Status: in_force

(1) This chapter does not authorize this state to regulate the organization or internal affairs of a foreign entity registered to do business in this state, or govern the liability that a person has as an interest holder or governor for a debt, obligation, or other liability of the foreign entity. (2) A foreign entity is not precluded from registering to do business in this state because of any difference between the law of the entity's jurisdiction of formation and the law of this state. (3) Registration of a foreign entity to do business in this state does not authorize the foreign entity to engage in any activity or exercise any power that a domestic entity of the same type may not engage in or exercise in this state. Except as otherwise provided in this chapter or other applicable law of this state, a foreign entity is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a domestic entity of the same type.
RCW 23.100.1310 — Washington Code / Title 23 / Chapter 100 / Section 1310
RCW 23.100.1310: Approval of merger.
Status: in_force

(1) A plan of merger is not effective unless it has been approved by a domestic merging limited cooperative association as provided in RCW 23.100.0418 . (2) A merger involving a domestic merging cooperative association that is not a limited cooperative association is not effective unless the merger is approved by that cooperative association in accordance with its organic law. (3) A merger involving a foreign merging cooperative association is not effective unless the merger is approved by the foreign cooperative association in accordance with the law of the foreign cooperative association's jurisdiction of formation.
RCW 23.100.0407 — Washington Code / Title 23 / Chapter 100 / Section 0407
RCW 23.100.0407: Special meeting of members.
Status: in_force

(1) A special meeting of members may be called only: (a) As provided in the organic rules; (b) By a majority vote of the board of directors on a proposal stating the purpose of the meeting; (c) By demand in a record executed by members holding at least twenty percent of the voting power of the persons in any district or class entitled to vote on the matter that is the purpose of the meeting stated in the demand; or (d) By demand in a record executed by members holding at least ten percent of the total voting power of all the persons entitled to vote on the matter that is the purpose of the meeting stated in the demand. (2) A demand under subsection (1)(c) or (d) of this section must be submitted to the officer of the limited cooperative association charged with keeping its records. (3) Any voting member may withdraw its demand under subsection (1)(c) or (d) of this section before receipt by the limited cooperative association of demands sufficient to require a special meeting of members. (4) A special meeting of members 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. (5) Unless the organic rules otherwise provide, the provisions of RCW 23.100.0406 (3) apply to special meetings of members as though the special meeting of members were an annual meeting of members. (6) Only business within the purpose or purposes stated in the notice of a special meeting of members may be conducted at the meeting. (7) Unless the organic rules otherwise provide, the presiding officer of a special meeting of members shall be designated by the board of directors.
RCW 23.86.070 — Washington Code / Title 23 / Chapter 86 / Section 070
RCW 23.86.070: Applicable fees, charges, and penalties.
Status: in_force

Associations organized under or subject to this chapter are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120 .
RCW 23B.25.130 — Washington Code / Title 23B / Chapter 25 / Section 130
RCW 23B.25.130: Corporation converting to a social purpose corporation—Plan of election—Effect.
Status: in_force

(1) By complying with this chapter, any corporation that is not a social purpose corporation may become a social purpose corporation in accordance with a plan of election. (2) The plan of election must provide that each share of the same class or series of the electing corporation shall, unless all shareholders of the class or series consent, be treated equally with respect to any cash, rights, securities, or other property to be received by, or any obligations or restrictions to be imposed on, the holder of that share. (3) The plan of election must include an amendment to the articles of incorporation to include the matters required to be included in the articles of incorporation in accordance with RCW 23B.25.040 (1). (4) The plan of election must be approved in the following manner: (a) The plan of election must first be approved by the board of directors. (b) The plan of election must then be approved by the shareholders. In submitting the plan of election to the shareholders for approval, the board of directors must recommend that the shareholders approve the plan of election, unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation, in which case the board of directors must inform the shareholders of the basis for so proceeding. (c) The board of directors may set conditions for the approval of the plan of election by the shareholders or the effectiveness of the plan. (d) Unless the articles of incorporation, or the board of directors acting in accordance with (c) of this subsection, requires a greater vote, the plan of election must be approved by an affirmative vote of at least two-thirds of the voting group comprising all the votes of the electing corporation's shareholders entitled to be cast on the plan, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and each other voting group entitled under the articles of incorporation to vote separately on the plan. (5) After an election to become a social purpose corporation is approved, and at any time prior to filing the articles of amendment to amend the electing corporation's articles of incorporation, the planned election may be abandoned by the electing corporation, subject to any contractual rights, without further shareholder approval, in the manner determined by the board of directors. (6) The election to become a social purpose corporation shall be effective upon the later of the filing of the articles of amendment with the secretary of state or the effective date or time set forth in the articles of amendment. (7) Upon the effective time of the election to become a social purpose corporation, the electing corporation shall thereafter be a social purpose corporation and shall be subject to all of the provisions of this chapter and the existence of the social purpose corporation shall be deemed to have commenced on the date the electing corporation was incorporated. (8) The election to become a social purpose corporation shall not be deemed to affect any obligations or liabilities of the electing corporation incurred prior to its election to become a social purpose corporation or the personal liability of any person incurred prior to such election.
RCW 23.95.445 — Washington Code / Title 23 / Chapter 95 / Section 445
RCW 23.95.445: Resignation of registered agent.
Status: in_force

(1) A registered agent may resign as agent for a represented entity by delivering to the secretary of state for filing a statement of resignation executed by the agent which states: (a) The name of the entity; (b) The name of the agent; (c) That the agent resigns from serving as registered agent for the entity; and (d) The address of the entity to which the agent will send the notice required by subsection (3) of this section. (2) A statement of resignation takes effect on the earlier of: (a) The 31st day after the day on which it is filed by the secretary of state; or (b) The designation of a new registered agent for the represented entity. (3) A registered agent promptly shall furnish to the represented entity notice in a record of the date on which a statement of resignation was filed.
RCW 23B.01.020 — Washington Code / Title 23B / Chapter 01 / Section 020
RCW 23B.01.020: Reservation of power to amend or repeal.
Status: in_force

The legislature has power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.
RCW 23.100.0409 — Washington Code / Title 23 / Chapter 100 / Section 0409
RCW 23.100.0409: Waiver of members meeting notice.
Status: in_force

(1) A member may waive notice of a members meeting before, during, or after the meeting. (2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
RCW 23.100.0414 — Washington Code / Title 23 / Chapter 100 / Section 0414
RCW 23.100.0414: Voting requirements for members.
Status: in_force

If a limited cooperative association has both patron and investor members, the following rules apply: (1) The total voting power of all patron members may not be less than a majority of the entire voting power entitled to vote. (2) Action on any matter is approved only upon the affirmative vote of at least a majority of: (a) All members voting at the meeting unless more than a majority is required by RCW 23.100.0301 through 23.100.0307 , 23.100.1001 through 23.100.1013 , or 23.100.1201 through 23.100.1204 or the organic rules; and (b) Votes cast by patron members unless the organic rules require a larger affirmative vote by patron members. (3) The organic rules may provide for the percentage of the affirmative votes that must be cast by investor members to approve the matter.
RCW 23B.30.010 — Washington Code / Title 23B / Chapter 30 / Section 010
RCW 23B.30.010: Definitions.
Status: in_force

As used in this chapter: (1) "Date of the defective corporate action" means the date the defective corporate action was purported to have been taken, or, if the exact date is unknown, the approximate date thereof. (2) "Defective corporate action" means (a) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (b) an overissue. (3) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this title, the articles of incorporation or bylaws of the corporation, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable. (4) "Overissue" means the purported issuance of: (a) Shares of a class or series in excess of the number of shares of a class or series the corporation was authorized to issue in accordance with RCW 23B.06.010 at the time of such purported issuance; or (b) Shares of any class or series that was not authorized for issuance by the articles of incorporation at the time of such purported issuance. (5) "Putative shares" means the shares of any class or series of the corporation (including shares issuable upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect thereto) that were purportedly created or issued as a result of a defective corporate action, that: (a) But for any failure of authorization would constitute valid shares; or (b) Cannot be determined by the board of directors to be valid shares. (6) "Valid shares" means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this title, including as a result of ratification or validation in accordance with this chapter. (7)(a) "Validation effective time," with respect to any defective corporate action ratified or validated in accordance with this chapter, means the later of: (i) The time at which the ratification of the defective corporate action is approved by shareholders, or if approval of shareholders is not required, the time at which the notice required by RCW 23B.30.050 becomes effective in accordance with RCW 23B.01.410 ; and (ii) The time at which any articles of validation filed in accordance with RCW 23B.30.070 become effective. (b) The validation effective time will not be affected by the commencement or pendency of any proceeding in accordance with RCW 23B.30.080 (1)(b) or otherwise, unless otherwise ordered by the court.
RCW 23B.07.280 — Washington Code / Title 23B / Chapter 07 / Section 280
RCW 23B.07.280: Voting for directors—Cumulative voting.
Status: in_force

(1) Shareholders do not have a right to cumulate their votes for directors unless 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 "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates. (2) With respect to a corporation formed before January 1, 2020, unless otherwise provided in the articles of incorporation, shareholders entitled to vote at any election of directors are entitled to cumulate votes by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates. (3) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (a) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (b) A shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than seventy-two hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. (4) Unless otherwise provided in the articles of incorporation or in a bylaw adopted under RCW 23B.10.205 , in any election of directors the candidates elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares.
RCW 23.95.305 — Washington Code / Title 23 / Chapter 95 / Section 305
RCW 23.95.305: Name requirements for certain types of entities.
Status: in_force

(1)(a) The name of a business corporation: (i)(A) Except in the case of a social purpose corporation, must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd.," or words or abbreviations of similar import in another language; or (B) In the case of a social purpose corporation, must contain the words "social purpose corporation" or the abbreviation "SPC" or "S.P.C."; and (ii) Must not contain any of the following words or phrases: "Bank," "banking," "banker," "trust," "cooperative," or any combination of the words "industrial" and "loan," or any combination of any two or more of the words "building," "savings," "loan," "home," "association," and "society," or any other words or phrases prohibited by any statute of this state. (b) The name of a professional service corporation must contain either the words "professional service" or "professional corporation" or the abbreviation "P.S." or "P.C." The name may also contain either the words "corporation," "incorporated," "company," or "limited," or the abbreviation "Corp.," "Inc.," "Co.," or "Ltd." The name of a professional service corporation organized to render dental services must contain the full names or surnames of all shareholders and no other word than "chartered" or the words "professional services" or the abbreviation "P.S." or "P.C." (2) The name of a nonprofit corporation: (a) May include "club," "league," "association," "services," "committee," "fund," "society," "foundation," "guild," ". . . . . ., a nonprofit corporation," ". . . . . ., a nonprofit mutual corporation," or any name of like import; (b) Except for nonprofit corporations formed prior to January 1, 1969, must not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof; (c) May not be deceptively similar to the name of an existing domestic entity which is not then administratively dissolved; and (d) May only include the term "public benefit" or names of like import if the nonprofit corporation has been designated as a public benefit nonprofit corporation by the secretary of state in accordance with chapter 24.03A RCW. (3) The name of a limited partnership may contain the name of any partner. The name of a partnership that is not a limited liability limited partnership must contain the words "limited partnership" or the abbreviation "LP" or "L.P." and may not contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." If the limited partnership is a limited liability limited partnership, the name must contain the words "limited liability limited partnership" or the abbreviation "LLLP" or "L.L.L.P." and may not contain the abbreviation "LP" or "L.P." (4) The name of a limited liability partnership must contain the words "limited liability partnership" or the abbreviation "LLP" or "L.L.P." If the name of a foreign limited liability partnership contains the words "registered limited liability partnership" or the abbreviation "R.L.L.P." or "RLLP," it may include those words or abbreviations in its foreign registration statement. (5)(a) The name of a limited liability company: (i) Must contain the words "limited liability company," the words "limited liability" and abbreviation "Co.," or the abbreviation "L.L.C." or "LLC"; and (ii) May not contain any of the following words or phrases: "Cooperative," "partnership," "corporation," "incorporated," or the abbreviations "Corp.," "Ltd.," or "Inc.," or "LP," "L.P.," "LLP," "L.L.P.," "LLLP," "L.L.L.P," or any words or phrases prohibited by any statute of this state. (b) The name of a professional limited liability company must contain either the words "professional limited liability company," or the words "professional limited liability" and the abbreviation "Co.," or the abbreviation "P.L.L.C." or "PLLC," provided that the name of a professional limited liability company organized to render dental services must contain the full names or surnames of all members and no other word than "chartered" or the words "professional services" or the abbreviation "P.L.L.C." or "PLLC." (6) The name of a cooperative association organized under chapter 23.86 RCW may contain the words "corporation," "incorporated," or "limited," or the abbreviation "Corp.," "Inc.," or "Ltd." (7) The name of a limited cooperative association must contain the phrase "limited cooperative association" or "limited cooperative" or the abbreviation "L.C.A." or "LCA." "Limited" may be abbreviated as "Ltd." "Cooperative" may be abbreviated as "Co-op." or "Coop." "Association" may be abbreviated as "Assoc." or "Assn."
RCW 23B.06.010 — Washington Code / Title 23B / Chapter 06 / Section 010
RCW 23B.06.010: Authorized shares.
Status: in_force

(1) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. (a) If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, voting powers, and relative rights of that class must be described in the articles of incorporation. (b) Preferences, limitations, voting powers, or relative rights of or on any class or series of shares or the holders thereof may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200 (3). (c) All shares of a class must have preferences, limitations, voting powers, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by (b) of this subsection or RCW 23B.06.020 . (2) The articles of incorporation must authorize (a) one or more classes of shares that together have unlimited voting rights, and (b) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution. (3) The articles of incorporation may authorize one or more classes of shares that: (a) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this title; (b) Are redeemable or convertible as specified in the articles of incorporation (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event, (ii) for cash, indebtedness, securities, or other property, (iii) in a designated amount or in an amount determined in accordance with a designated formula; (c) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or (d) Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation. (4) Terms of shares may be made dependent on facts objectively ascertainable outside the articles of incorporation in accordance with RCW 23B.01.200 (3). (5) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (3) of this section is not exhaustive.
RCW 23B.07.060 — Washington Code / Title 23B / Chapter 07 / Section 060
RCW 23B.07.060: Waiver of notice.
Status: in_force

(1) A shareholder 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, or in the case of notice required by RCW 23B.07.040 (3), before or after the corporate action to be approved by written consent becomes effective. Except as provided by subsections (2) and (3) of this section, the waiver must be in writing, be executed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records. (2) A shareholder's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. (3) A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
RCW 23B.30.030 — Washington Code / Title 23B / Chapter 30 / Section 030
RCW 23B.30.030: Ratification.
Status: in_force

(1) Except as otherwise required by subsection (2) of this section, to ratify a defective corporate action under this chapter, the board of directors must adopt a resolution stating: (a) The defective corporate action to be ratified and, if the defective corporate action involved the purported issuance of putative shares, the number and class or series of putative shares purportedly issued; (b) The date of the defective corporate action and, if the defective corporate action involved the purported issuance of putative shares, the date or dates on which the putative shares were purportedly issued; (c) The nature of the failure of authorization with respect to the defective corporate action to be ratified; and (d) That the ratification of the defective corporate action is approved. (2) To ratify a defective corporate action under this chapter involving the election of the initial board of directors of the corporation under RCW 23B.02.050 (1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors must adopt a resolution stating: (a) The name of the person or persons who first purportedly approved corporate action as initial directors of the corporation; (b) The earlier of the date on which that person or those persons first purportedly approved corporate action or purportedly were elected as initial directors; and (c) That the ratification of the election of that person or those persons as the initial directors of the corporation is approved. (3) If any provision of this title, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party at the time the resolution required by subsection (1) of this section is adopted, would have required shareholder approval of the defective corporate action to be ratified, either on the date of the defective corporate action or at the time the resolution required by subsection (1) of this section is adopted, for the ratification of the defective corporate action to be approved: (a) The board of directors must submit the ratification of the defective corporate action for approval by the shareholders in accordance with RCW 23B.30.040 ; (b) The board of directors must recommend the ratification of the defective corporate action to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and (c) The shareholders entitled to vote must approve the ratification of the defective corporate action as provided in RCW 23B.30.040 .
RCW 23B.25.120 — Washington Code / Title 23B / Chapter 25 / Section 120
RCW 23B.25.120: Shareholder dissent—Payment of fair value, when.
Status: in_force

In addition to the corporate actions set forth in RCW 23B.13.020 (1), a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions: (1) An election by a corporation to become a social purpose corporation, which has become effective, to which the corporation is a party if shareholder approval was required for the election by RCW 23B.25.130 or the articles of incorporation; (2) An election to cease to be a social purpose corporation, which has become effective, to which the corporation is a party if shareholder approval was required for the election by RCW 23B.25.140 or the articles of incorporation, and the shareholder was entitled to vote on the election; and (3) An amendment of the social purpose corporation's articles of incorporation that would materially change one or more of the social purposes of the corporation.
RCW 23.95.240 — Washington Code / Title 23 / Chapter 95 / Section 240
RCW 23.95.240: Execution of entity filing.
Status: in_force

(1) Any person who executes a record the person knows is false in any material respect with the intent the record be an entity filing is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW. (2) A person that executes an entity filing as an agent or legal representative thereby affirms as a fact that the person is authorized to execute the entity filing.
RCW 23B.14.020 — Washington Code / Title 23B / Chapter 14 / Section 020
RCW 23B.14.020: Dissolution by board of directors and shareholders.
Status: in_force

(1) A corporation's board of directors may propose dissolution for submission to the shareholders. (2) For a proposal to dissolve to be approved: (a) The board of directors must recommend dissolution to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and (b) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (5) of this section. (3) The board of directors may condition its submission of the proposal for dissolution on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed dissolution. (4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed dissolution either (a) by giving notice of a shareholders' meeting in accordance with RCW 23B.07.050 and stating that the purpose or one of the purposes of the meeting is to consider dissolving the corporation, or (b) in accordance with the requirements of RCW 23B.07.040 for approving the proposed dissolution without a meeting. (5)(a) With respect to a corporation formed before August 1, 2024: (i) Unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, requires a different vote, shareholder approval of the proposed dissolution requires: (A) The approval of two-thirds of the votes entitled to be cast on the proposed dissolution; and (B) The approval of two-thirds of the votes entitled to be cast on the proposed dissolution by each other voting group entitled under the articles of incorporation to vote separately on the proposed dissolution. (ii) The articles of incorporation may require a different vote than that provided in this subsection (5)(a), or a different vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposed dissolution and of each other voting group entitled to vote separately on the proposed dissolution. (b) With respect to a corporation formed on or after August 1, 2024, unless the articles of incorporation, or the board of directors acting in accordance with subsection (3) of this section, requires a greater vote, shareholder approval of the proposed dissolution requires: (i) The approval of a majority of the votes entitled to be cast on the proposed dissolution; and (ii) The approval of a majority of the votes entitled to be cast on the proposed dissolution by each other voting group entitled under the articles of incorporation to vote separately on the proposed dissolution.
RCW 23B.19.900 — Washington Code / Title 23B / Chapter 19 / Section 900
RCW 23B.19.900: 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 23.100.1010 — Washington Code / Title 23 / Chapter 100 / Section 1010
RCW 23.100.1010: Other claims against dissolved limited cooperative association.
Status: in_force

(1) A dissolved limited cooperative association may publish notice of its dissolution and request persons having claims against the association to present them in accordance with the notice. (2) A notice authorized under subsection (1) of this section must: (a) Be published at least once in a newspaper of general circulation in the county in this state in which the dissolved limited cooperative association's principal office is located or, if the principal office is not located in this state, in the county in which the office of the association's registered agent is or was last located; (b) Describe the information required to be contained in a claim, state that the claim must be in writing, and provide a mailing address to which the claim is to be sent; and (c) State that a claim against the association is barred unless an action to enforce the claim is commenced not later than three years after publication of the notice. (3) If a dissolved limited cooperative association publishes a notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the association not later than three years after the publication date of the notice: (a) A claimant that did not receive notice in a record under RCW 23.100.1009 ; (b) A claimant whose claim was timely sent to the company but not acted on; and (c) A claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. (4) A claim not barred under this section or RCW 23.100.1009 may be enforced: (a) Against a dissolved limited cooperative association, to the extent of its undistributed assets; and (b) Except as provided in RCW 23.100.1011 , if the assets of the association have been distributed after dissolution, against a member or holder of financial rights to the extent of that person's proportionate share of the claim or the assets distributed to the person after dissolution, whichever is less, but a person's total liability for all claims under this subsection (4)(b) may not exceed the total amount of assets distributed to the person after dissolution.
RCW 23B.09.010 — Washington Code / Title 23B / Chapter 09 / Section 010
RCW 23B.09.010: Entity conversion.
Status: in_force

(1) A domestic corporation may become an other entity pursuant to a plan of entity conversion if the entity conversion is permitted by the organic law of the other entity by: (a) Complying with RCW 23B.09.030 ; and (b) Filing articles of entity conversion with the secretary of state. (2) An other entity may become a domestic corporation if the entity conversion is permitted by the organic law of the other entity by: (a) Complying with the procedures for the approval of an entity conversion provided in the organic law of the other entity; and (b) Filing articles of entity conversion with the secretary of state.
RCW 23B.900.040 — Washington Code / Title 23B / Chapter 900 / Section 040
RCW 23B.900.040: Effective date—1989 c 165.
Status: in_force

This title shall take effect July 1, 1990.
RCW 23.100.0419 — Washington Code / Title 23 / Chapter 100 / Section 0419
RCW 23.100.0419: Notice to members of consumer cooperative.
Status: in_force

(1) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by: (a) Posting the information or materials on an electronic network not less than thirty days prior to the meeting at which such information or materials will be considered by members; and (b) Delivering to those members who are eligible to vote a notification, either in a meeting notice authorized under this chapter or in such other reasonable form as the board of directors may specify, setting forth the address of the electronic network at which and the date after which such information or materials will be posted and available for viewing by members eligible to vote, together with comprehensible instructions regarding how to obtain access to the information and materials posted on the electronic network. (2) A consumer cooperative that elects to post information or materials required by this chapter on an electronic network shall, at its expense, provide a copy of such information or materials in a written or other tangible medium to any member who is eligible to vote and so requests.
RCW 23B.08.720 — Washington Code / Title 23B / Chapter 08 / Section 720
RCW 23B.08.720: Directors' action.
Status: in_force

(1) Directors' action respecting a transaction is effective for purposes of RCW 23B.08.710 (2)(a) if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (2) of this section, provided that action by a committee is so effective only if: (a) All its members are qualified directors; and (b) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board. (2) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director specified in RCW 23B.08.700 (3)(a) (i) and (ii) is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in RCW 23B.08.700 (4)(b), then disclosure is sufficient for purposes of subsection (1) of this section if the director (a) discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction, and (b) plays no part, directly or indirectly, in their deliberations or vote. (3) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
RCW 23.78.070 — Washington Code / Title 23 / Chapter 78 / Section 070
RCW 23.78.070: Net earnings or losses—Apportionment, distribution, and payment.
Status: in_force

(1) The net earnings or losses of an employee cooperative shall be apportioned and distributed at the times and in the manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member's patronage during the period involved bears to total patronage by all members during that period. (2) The apportionment, distribution, and payment of net earnings required by subsection (1) of this section may be in cash, credits, written notices of allocation, or capital stock issued by the employee cooperative.
RCW 23B.11A.010 — Washington Code / Title 23B / Chapter 11A / Section 010
RCW 23B.11A.010: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Acquired entity" means the domestic corporation that will have all of one or more classes or series of its shares acquired in a share exchange. (2) "Acquiring entity" means the domestic corporation that will acquire all of one or more classes or series of shares of the acquired entity in a share exchange. (3) "New owner liability" means owner liability of a person, resulting from a merger or share exchange, that is (a) in respect of an entity which is different from the entity in which the person held shares or interests immediately before the merger or share exchange became effective; or (b) in respect of the same entity as the one in which the person held shares or interests immediately before the merger or share exchange became effective if (i) the person did not have owner liability immediately before the merger or share exchange became effective, or (ii) the person had owner liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective. (4) "Party to a merger" means any domestic corporation or other entity that will merge under a plan of merger. (5) "Surviving entity" in a merger means the domestic corporation or other entity into which one or more other domestic corporations or other entities are merged.
RCW 23.95.710 — Washington Code / Title 23 / Chapter 95 / Section 710
RCW 23.95.710: Relation to electronic signatures in global and national commerce act.
Status: in_force

This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act, 15 U.S.C. Sec. 7001 et seq., but does not modify, limit, or supersede Sec. 101(c) of that act, 15 U.S.C. Sec. 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. Sec. 7003(b).
RCW 23.95.265 — Washington Code / Title 23 / Chapter 95 / Section 265
RCW 23.95.265: Waiver of penalty fees.
Status: in_force

The secretary of state may, where exigent or mitigating circumstances are presented, waive penalty fees due from any entity previously in good standing which would otherwise be penalized or lose its active status. An entity desiring to seek relief under this section must, within fifteen days of discovery of the missed filing or lapse, notify the secretary of state as provided in rule. The notification must include the name and mailing address of the entity, the governor or other entity official to whom correspondence should be sent, and a statement under oath by a governor or other entity official, setting forth the nature of the missed filing or lapse, the circumstances giving rise to the missed filing or lapse, and the relief sought. If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist, that the entity has demonstrated good faith and a reasonable attempt to comply with the applicable statutes of this state, the secretary of state may issue an order allowing relief from the penalty. If the secretary of state determines the request does not comply with the requirements for relief, the secretary of state shall deny the relief and state the reasons for the denial. Any denial of relief by the secretary of state is not reviewable notwithstanding the provisions of chapter 34.05 RCW.
RCW 23.100.0808 — Washington Code / Title 23 / Chapter 100 / Section 0808
RCW 23.100.0808: Relation to state securities law.
Status: in_force

A patron member's interest in a limited cooperative association has the same exemption as provided for substantially similar interests in cooperatives under RCW 21.20.320 (16).
RCW 23.100.0107 — Washington Code / Title 23 / Chapter 100 / Section 0107
RCW 23.100.0107: Requirements of other laws.
Status: in_force

(1) This chapter does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a foreign cooperative, or members of either. (2) A limited cooperative association may not conduct an activity that, under law of this state other than this chapter, may be conducted only by an entity that meets specific requirements for the internal affairs of that entity unless the organic rules of the association conform to those requirements.
RCW 23.86.420 — Washington Code / Title 23 / Chapter 86 / Section 420
RCW 23.86.420: Conversion of domestic association to limited cooperative association—Procedure.
Status: in_force

(1) Except as provided in subsection (2) of this section, a domestic association organized under this chapter may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314 . (2) This section does not apply to a domestic association organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
RCW 23B.08.510 — Washington Code / Title 23B / Chapter 08 / Section 510
RCW 23B.08.510: Authority to indemnify.
Status: in_force

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if: (a) The individual acted in good faith; and (b) The individual reasonably believed: (i) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and (ii) In all other cases, that the individual's conduct was at least not opposed to its best interests; and (c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful. (2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b)(ii) of this section. (3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section. (4) A corporation may not indemnify a director under this section: (a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or (b) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. (5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
RCW 23.78.080 — Washington Code / Title 23 / Chapter 78 / Section 080
RCW 23.78.080: Internal capital accounts authorized—Redemptions—Assignment of portion of retained net earnings and net losses to collective reserve account authorized.
Status: in_force

(1) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, capital stock, and written notices of allocation. (2) The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital stock, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if redemption would result in a violation of RCW 23B.06.400 . (3) The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member's internal capital account. (4) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.
RCW 23B.13.220 — Washington Code / Title 23B / Chapter 13 / Section 220
RCW 23B.13.220: Dissenters' rights—Notice.
Status: in_force

(1) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved at a shareholders' meeting, the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders who satisfied the requirements of RCW 23B.13.210 (1) a notice in compliance with subsection (6) of this section. (2) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved without a vote of shareholders in accordance with RCW 23B.11A.045 , the corporation shall within 10 days after the effective date of the corporate action deliver to all shareholders who satisfied the requirements of RCW 23B.13.210 (2) a notice in compliance with subsection (6) of this section. (3) If proposed corporate action creating dissenters' rights under RCW 23B.13.020 is approved without a vote of shareholders in accordance with RCW 23B.07.040 , the notice delivered pursuant to RCW 23B.07.040 (3)(b) to shareholders who satisfied the requirements of RCW 23B.13.210 (3) shall comply with subsection (6) of this section. (4) In the case of proposed corporate action creating dissenters' rights under RCW 23B.13.020 (1)(a)(ii), the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders of the subsidiary other than the parent a notice in compliance with subsection (6) of this section. (5) In the case of proposed corporate action creating dissenters' rights under RCW 23B.13.020 (1)(d) that, pursuant to RCW 23B.10.020 (4)(b), is not required to be approved by the shareholders of the corporation, the corporation shall within ten days after the effective date of the corporate action deliver to all shareholders entitled to dissent under RCW 23B.13.020 (1)(d) a notice in compliance with subsection (6) of this section. (6) Any notice under subsection (1), (2), (3), (4), or (5) of this section must: (a) State where the payment demand must be sent and where and when certificates for certificated shares must be deposited; (b) Inform holders of uncertificated shares to what extent transfer of the shares will be restricted after the payment demand is received; (c) Supply a form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and requires that the person asserting dissenters' rights certify whether or not the person acquired beneficial ownership of the shares before that date; (d) Set a date by which the corporation must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice in subsection (1), (2), (3), (4), or (5) of this section is delivered; and (e) Be accompanied by a copy of this chapter.
RCW 23B.08.100 — Washington Code / Title 23B / Chapter 08 / Section 100
RCW 23B.08.100: Vacancy on board of directors.
Status: in_force

(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The shareholders may fill the vacancy; (b) The board of directors may fill the vacancy; or (c) If the directors in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors in office. (2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy, if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors. (3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under RCW 23B.08.070 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
RCW 23.100.0617 — Washington Code / Title 23 / Chapter 100 / Section 0617
RCW 23.100.0617: Committees.
Status: in_force

(1) Unless the organic rules otherwise provide, a board of directors may create one or more committees and appoint one or more individuals to serve on a committee. (2) Unless the organic rules otherwise provide, an individual appointed to serve on a committee of a limited cooperative association need not be a director or member. (3) An individual who is not a director and is serving on a committee has the same rights, duties, and obligations as a director serving on the committee. (4) Unless the organic rules otherwise provide, each committee of a limited cooperative association may exercise the powers delegated to it by the board of directors, but a committee may not: (a) Approve allocations or distributions except according to a formula or method prescribed by the board of directors; (b) Approve or propose to members action requiring approval of members; or (c) Fill vacancies on the board of directors or any of its committees.
RCW 23B.15.040 — Washington Code / Title 23B / Chapter 15 / Section 040
RCW 23B.15.040: Amended foreign registration statement.
Status: in_force

A foreign corporation registered to transact business in this state must amend its foreign registration statement under the circumstances specified in RCW 23.95.515 .
RCW 23.100.0609 — Washington Code / Title 23 / Chapter 100 / Section 0609
RCW 23.100.0609: Vacancy on board.
Status: in_force

(1) Unless the organic rules otherwise provide, a vacancy on the board of directors must be filled within a reasonable time by majority vote of the remaining directors. (2) Unless the organic rules otherwise provide, if a vacating director was elected or appointed by a class of members or a district: (a) The new director must be of that class or district; and (b) The selection of the director for the unexpired term must be conducted in the same manner as would the selection for that position without a vacancy. (3) If a member appointed a vacating director, the organic rules may provide for that member to appoint a director to fill the vacancy.
RCW 23.86.350 — Washington Code / Title 23 / Chapter 86 / Section 350
RCW 23.86.350: Application of RCW 24.06.100 and 24.06.105.
Status: in_force

The provisions of RCW 24.06.100 and 24.06.105 shall apply to every association subject to this chapter.
RCW 23B.25.100 — Washington Code / Title 23B / Chapter 25 / Section 100
RCW 23B.25.100: Plan of merger or share exchange—Status as social purpose corporation—Voting requirements.
Status: in_force

(1) In addition to approval in accordance with RCW 23B.11A.040 , a plan of merger or share exchange pursuant to which a social purpose corporation would not be the surviving corporation must be approved by two-thirds of the voting group comprising all the votes of the corporation entitled to be cast on the plan, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed plan. The articles of incorporation may require a greater vote than that provided for in this subsection. (2) The additional approval described in subsection (1) of this section is not required if the surviving corporation of the plan of merger or share exchange is a social purpose corporation governed by this chapter and includes a specific social purpose or purposes that do not materially differ from the disappearing corporation's specific social purpose or purposes, if any.
RCW 23.100.1008 — Washington Code / Title 23 / Chapter 100 / Section 1008
RCW 23.100.1008: Distribution of assets in winding up.
Status: in_force

(1) In winding up its activities and affairs, the limited cooperative association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to members in accordance with their right to distributions under subsection (2) of this section. (2) Unless the organic rules otherwise provide, in this subsection "financial interests" means the amounts recorded in the names of members in the records of a limited cooperative association at the time a distribution is made, including amounts paid to become a member, amounts allocated but not distributed to members, and amounts of distributions authorized but not yet paid to members. Unless the organic rules otherwise provide, each member is entitled to a distribution from the association of any remaining assets in the proportion of the member's financial interests to the total financial interests of the members after all other obligations are satisfied.
RCW 23.86.410 — Washington Code / Title 23 / Chapter 86 / Section 410
RCW 23.86.410: Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.
Status: in_force

The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.
RCW 23B.19.050 — Washington Code / Title 23B / Chapter 19 / Section 050
RCW 23B.19.050: Provisions of chapter additional to other requirements.
Status: in_force

The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles of incorporation or the bylaws of the target corporation, or otherwise.
RCW 23B.25.090 — Washington Code / Title 23B / Chapter 25 / Section 090
RCW 23B.25.090: Amendment to articles of incorporation—Change to social purposes—Voting requirements.
Status: in_force

If a proposed amendment to a social purpose corporation's articles of incorporation would materially change one or more of the social purposes of the corporation, in addition to approval in accordance with RCW 23B.10.030 , the amendment to be adopted must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the proposed amendment, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed amendment. The articles of incorporation may require a greater vote than that provided for in this section.
RCW 23B.14.330 — Washington Code / Title 23B / Chapter 14 / Section 330
RCW 23B.14.330: Decree of dissolution—Other orders, decrees, and injunctions—Revenue clearance certificate.
Status: in_force

(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in RCW 23B.14.300 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, or, with or without ordering dissolution, may make such other orders and decrees and issue such injunctions in the case as justice and equity require. (2) The court shall not enter or sign any decree of dissolution until it receives a copy of a revenue clearance certificate for the corporation issued pursuant to RCW 82.32.260 . (3) If the court enters a decree of dissolution, the petitioner or moving party shall deliver a certified copy of the decree and a copy of the revenue clearance certificate to the secretary of state, who shall file them. The court shall then direct the winding up and liquidation of the corporation's business and affairs in accordance with RCW 23B.14.050 .
RCW 23.100.0610 — Washington Code / Title 23 / Chapter 100 / Section 0610
RCW 23.100.0610: Remuneration of directors.
Status: in_force

Unless the organic rules otherwise provide, the board of directors may set the remuneration of directors and of nondirector committee members appointed under RCW 23.100.0617 (1).
RCW 23.100.1315 — Washington Code / Title 23 / Chapter 100 / Section 1315
RCW 23.100.1315: Charitable assets.
Status: in_force

Property held for a charitable purpose under the law of this state by a domestic or foreign cooperative association immediately before a conversion or merger under this subchapter becomes effective may not, as a result of the conversion or merger, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the attorney general specifying the disposition of the property.
RCW 23.86.145 — Washington Code / Title 23 / Chapter 86 / Section 145
RCW 23.86.145: Rights of dissenting members.
Status: in_force

(1) Except as provided otherwise under this chapter, the rights and procedures set forth in chapter 23B.13 RCW shall apply to a member who elects to exercise the right of dissent. (2) The articles of incorporation of an association subject to this chapter may provide that a dissenting member shall be limited to a return of less than the fair value of the member's equity interest in the association, but 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. (3) Any member of an agricultural association who exercises the right to dissent from an association action described in RCW 23.86.135 shall be entitled to payment of the member's equity interest on the same time schedule that would have applied if membership in the association had been terminated. (4) Subsection (3) of this section does not apply to agricultural associations that are involved in an action under subsection (3) of this section before June 9, 1994: (a) As to the associations that were involved in the particular action; (b) for three years after June 9, 1994.
RCW 23B.01.240 — Washington Code / Title 23B / Chapter 01 / Section 240
RCW 23B.01.240: Correcting filed documents.
Status: in_force

A domestic or foreign corporation may correct a document filed by the secretary of state in accordance with RCW 23.95.220 .
RCW 23.95.250 — Washington Code / Title 23 / Chapter 95 / Section 250
RCW 23.95.250: Delivery by secretary of state.
Status: in_force

Except as otherwise provided by RCW 23.95.450 or by law of this state other than this chapter, the secretary of state may deliver a record to a person by delivering it: (1) In person to the person that submitted it for filing; (2) To the address of the person's registered agent; (3) To the principal office address of the person; or (4) To another address the person provides to the secretary of state for delivery.