reglab/housing_qa huggingface dataset:
WA Rev Code § 24.06.220 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.220 - Approval of merger or consolidation.

RCW 24.06.220 Approval of merger or consolidation.A plan of merger or consolidation shall be adopted in the following manner:The board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed plan or a summary thereof shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at each such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon as a class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting.After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.[ 2000 c 167 § 8; 1969 ex.s. c 120 § 44.]
WA Rev Code § 24.06.225 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.225 - Articles of merger or consolidation.

RCW 24.06.225 Articles of merger or consolidation.(1) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation, by an officer of each corporation, and shall set forth:(a) The plan of merger or the plan of consolidation;(b) A statement setting forth the date of the meeting of members or shareholders at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members.(2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 § 4113; 2000 c 167 § 9; 1982 c 35 § 134; 1981 c 302 § 8; 1969 ex.s. c 120 § 45.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.Severability—1981 c 302: See note following RCW 19.76.100.
WA Rev Code § 24.06.230 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.230 - Merger or consolidation—When effected.

RCW 24.06.230 Merger or consolidation—When effected.Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.[ 1982 c 35 § 135; 1969 ex.s. c 120 § 46.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.06.235 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.235 - Effect of merger or consolidation.

RCW 24.06.235 Effect of merger or consolidation.When such merger or consolidation has been effected:(1) The several corporations party to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.(2) The separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease.(3) The surviving or new corporation shall have all the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities of a corporation organized under this chapter.(4) The surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, whether of a public or a private nature, of each of the merging or consolidating corporations; all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and no title to any real estate, or any interest therein, vested in any of such corporations shall not revert nor be in any way impaired by reason of such merger or consolidation.(5) The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. No rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.[ 1969 ex.s. c 120 § 47.]
WA Rev Code § 24.06.240 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.240 - Sale, lease, exchange, etc., of property and assets.

RCW 24.06.240 Sale, lease, exchange, etc., of property and assets.A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:(1) The board of directors shall adopt a resolution recommending a sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting.(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of such meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation shall be given to each member and shareholder within the time and in the manner provided by this chapter for the giving of notice of meetings of members and shareholders.(3) At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor.(4) Such authorization shall require at least two-thirds of the votes which members and shareholders present at such meetings in person, by mail, by electronic transmission, or represented by proxy are entitled to cast: PROVIDED, That even after such authorization by a vote of members or shareholders, the board of directors may, in its discretion, without further action or approval by members, abandon such sale, lease, exchange, or other disposition of assets, subject only to the rights of third parties under any contracts relating thereto.[ 2000 c 167 § 10; 1969 ex.s. c 120 § 48.]
WA Rev Code § 24.06.245 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.245 - Right of member or shareholder to dissent.

RCW 24.06.245 Right of member or shareholder to dissent.Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions:(1) Any plan of merger or consolidation to which the corporation is a party other than a merger or consolidation in which all members or shareholders of the corporation have the right to continue their membership or shareholder status in the surviving corporation on substantially similar terms; or(2) Any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale; or(3) Any amendment to the articles of incorporation that materially reduces the number of shares owned by a shareholder to a fraction of a share if the fractional share is to be acquired by the corporation for cash; or(4) Any corporate action taken pursuant to a member or shareholder vote to the extent that the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting members or shareholders are entitled to dissent and obtain payment for their membership or shares.A member or shareholder entitled to dissent and obtain payment for the member's or shareholder's membership interest or shares under this chapter may not challenge the corporate action creating the member's or shareholder's entitlement unless the action fails to comply with the procedural requirements imposed by this title, the articles of incorporation, or the bylaws, or is fraudulent with respect to the member or shareholder or the corporation.The provisions of this section shall not apply to the members or shareholders of the surviving corporation in a merger if such corporation is on the date of the filing of the articles of merger the owner of all the outstanding shares of the other corporations, domestic or foreign, which are parties to the merger.The meeting notice for any meeting at which a proposed corporate action creating dissenters' rights is submitted to a vote must state that members or shareholders are or may be entitled to assert dissenters' rights and be accompanied by a copy of RCW 24.06.250.[ 2001 c 271 § 13; 1969 ex.s. c 120 § 49.]
WA Rev Code § 24.06.255 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.255 - Payment of fair value to dissenting member or shareholder.

RCW 24.06.255 Payment of fair value to dissenting member or shareholder.Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissenting member or shareholder be limited to a return of less than the consideration paid to the corporation for the membership or shares which he or she holds unless the fair value of the membership or shares is less than the consideration paid to the corporation, and (2) the fair value payable to a dissenting member of a consumer cooperative shall be a fixed amount equal to the consideration paid to the corporation for the member's current membership unless the articles of incorporation expressly provide for a greater or lesser amount.[ 2001 c 271 § 15; 1969 ex.s. c 120 § 51.]
WA Rev Code § 24.06.260 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.260 - Voluntary dissolution.

RCW 24.06.260 Voluntary dissolution.A corporation may dissolve and wind up its affairs in the following manner:(1) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members and shareholders which may be either an annual or a special meeting.(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the corporation shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders.(3) A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.Upon the adoption of such resolution by the members and shareholders, the corporation shall cease to conduct its affairs and, except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation and to the department of revenue, and shall proceed to collect its assets and to apply and distribute them as provided in RCW 24.06.265.[ 2000 c 167 § 12; 1982 c 35 § 137; 1969 ex.s. c 120 § 52.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.06.265 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.265 - Distribution of assets.

RCW 24.06.265 Distribution of assets.The assets of a corporation in the process of dissolution shall be applied and distributed as follows:(1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;(3) Remaining assets, if any shall be distributed to the members, shareholders or others in accordance with the provisions of the articles of incorporation.[ 1969 ex.s. c 120 § 53.]
WA Rev Code § 24.06.270 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.270 - Revocation of voluntary dissolution proceedings.

RCW 24.06.270 Revocation of voluntary dissolution proceedings.A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner:(1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting.(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members or shareholders.(3) A resolution to revoke voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.[ 2000 c 167 § 13; 1969 ex.s. c 120 § 54.]
WA Rev Code § 24.06.275 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.275 - Articles of dissolution.

RCW 24.06.275 Articles of dissolution.If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation, by an officer of the corporation; and such statement shall set forth:(1) The name of the corporation.(2) The date of the meeting of members or shareholders at which the resolution to dissolve was adopted, certifying that:(a) A quorum was present at such meeting;(b) Such resolution received at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy were entitled to cast or was adopted by a consent in writing signed by all members and shareholders;(c) All debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;(d) All the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter;(e) There are no suits pending against the corporation in any court or, if any suits are pending against it, that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered; and(f) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.[ 2000 c 167 § 14; 1993 c 356 § 17; 1982 c 35 § 138; 1969 ex.s. c 120 § 55.]NOTES:Effective date—1993 c 356: See note following RCW 24.03.046.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.06.280 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.280 - Filing of articles of dissolution.

RCW 24.06.280 Filing of articles of dissolution.The articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proceedings and appropriate corporate action by members, directors and officers as are authorized in this chapter.[ 2015 c 176 § 4115; 1982 c 35 § 139; 1981 c 302 § 9; 1969 ex.s. c 120 § 56.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.Severability—1981 c 302: See note following RCW 19.76.100.
WA Rev Code § 24.06.285 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.285 - Involuntary dissolution.

RCW 24.06.285 Involuntary dissolution.A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that:(1) The corporation procured its articles of incorporation through fraud; or(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.[ 1982 c 35 § 140; 1969 ex.s. c 120 § 57.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.06.290 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.290 - Proceedings for administrative dissolution—Reinstatement—Survival of actions.

RCW 24.06.290 Proceedings for administrative dissolution—Reinstatement—Survival of actions.Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of a corporation under law.A corporation shall be administratively dissolved by the secretary of state under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.A corporation which has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.When a corporation has been administratively dissolved under RCW 23.95.610, remedies available to or against it shall survive in the manner provided by RCW 24.06.335 and thereafter the directors of the corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and shareholders.[ 2015 c 176 § 4116; 1994 c 287 § 10; 1993 c 356 § 18; 1982 c 35 § 141; 1973 c 70 § 1; 1969 ex.s. c 120 § 58.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—1993 c 356: See note following RCW 24.03.046.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.