reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.30.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.30 - Defective Corporate Actions.|23B.30.030 - Ratification.

RCW 23B.30.030 Ratification.(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.[ 2017 c 28 § 3.]
WA Rev Code § 23B.30.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.30 - Defective Corporate Actions.|23B.30.040 - Ratification—Quorum—Voting.

RCW 23B.30.040 Ratification—Quorum—Voting.(1) The quorum and voting requirements applicable to the adoption by the board of directors of the resolution required by RCW 23B.30.030(1) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the resolution required by RCW 23B.30.030(1) is adopted.(2) Except as provided in subsection (3) of this section, the quorum and voting requirements applicable to the approval by shareholders of the ratification of the defective corporate action required by RCW 23B.30.030(3) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the ratification of the defective corporate action is approved.(3) The approval by shareholders of the ratification of a defective corporate action under this chapter involving the election of directors requires that the votes cast within a voting group favoring such ratification exceed the votes cast within the voting group opposing such ratification at a meeting at which a quorum is present.(4) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders in accordance with RCW 23B.30.030(3) (and without giving effect to any ratification of a defective corporate action involving the purported issuance of putative shares that would become valid shares as a result of the approval of such matter) are neither entitled to vote nor to be counted for quorum purposes in any vote to approve the ratification of any defective corporate action.(5) If the ratification of a defective corporate action involving the purported issuance of putative shares would result in an overissue, in addition to the approval required by RCW 23B.30.030, the board of directors and shareholders must approve an amendment to the articles of incorporation in accordance with chapter 23B.10 RCW to increase the number of shares of a class or series that the corporation is authorized to issue or to create a class or series of shares that the corporation is authorized to issue so there would be no overissue.[ 2017 c 28 § 4.]
WA Rev Code § 23B.30.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.30 - Defective Corporate Actions.|23B.30.060 - Ratification and validation—Effect.

RCW 23B.30.060 Ratification and validation—Effect.From and after the validation effective time:(1) Each defective corporate action ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080:(a) Is not void or voidable as a result of the failure of authorization identified (i) in the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or (2), or (ii) by the court in accordance with RCW 23B.30.080(2); and(b) Is deemed to be a valid corporate action taken on the date of the defective corporate action;(2) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the resolution adopted by the board of directors in accordance with RCW 23B.30.030(1) or by the court in accordance with RCW 23B.30.080(2) is not void or voidable as a result of the failure of authorization identified in that resolution or by that court, and each such putative share or fraction of a putative share is deemed to be an identical valid share or fraction of a valid share issued at the time it was purportedly issued; and(3) Any corporate action taken subsequent to the date of the defective corporate action ratified or validated in accordance with this chapter in reliance on that defective corporate action having been validly taken, and any subsequent defective corporate action resulting directly or indirectly from that original defective corporate action, is deemed to be valid as of the time that corporate action was taken.[ 2017 c 28 § 6.]
WA Rev Code § 23B.900.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.900 - Construction.|23B.900.010 - Savings provisions—1989 c 165.

RCW 23B.900.010 Savings provisions—1989 c 165.(1) Except as provided in subsection (2) of this section, the repeal of a statute by this title does not affect:(a) The operation of the statute or any action taken under it before its repeal;(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;(c) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or(d) 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.(2) If a penalty or punishment imposed for violation of a statute repealed by this title is reduced by this title, the penalty or punishment if not already imposed shall be imposed in accordance with this title.[ 1989 c 165 § 202.]
WA Rev Code § 23B.900.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.900 - Construction.|23B.900.030 - Repealer—1989 c 165.

RCW 23B.900.030 Repealer—1989 c 165.See 1989 c 165 s 204.
WA Rev Code § 23B.900.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.900 - Construction.|23B.900.040 - Effective date—1989 c 165.

RCW 23B.900.040 Effective date—1989 c 165.This title shall take effect July 1, 1990.[ 1989 c 165 § 205.]
WA Rev Code § 23B.900.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.900 - Construction.|23B.900.050 - Section headings—1989 c 165.

RCW 23B.900.050 Section headings—1989 c 165.Section headings as used in this title do not constitute any part of the law.[ 1989 c 165 § 206.]
WA Rev Code § 24.03.009 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.009 - Notice by electronic transmission—Consent required—When effective.

RCW 24.03.009 Notice by electronic transmission—Consent required—When effective. (Effective until January 1, 2022.)(1) A notice to be provided by electronic transmission must be electronically transmitted.(2) Notice to members and directors in an electronic transmission that otherwise complies with the requirements of this chapter is effective only with respect to members and directors who have consented, in the form of a record, to receive electronically transmitted notices under this chapter.(a) Notice to members and directors includes material that this chapter requires or permits to accompany the notice.(b) A member or director who provides consent, in the form of a record, to receipt of electronically transmitted notices shall designate in the consent the message format accessible to the recipient, and the address, location, or system to which these notices may be electronically transmitted.(c) A member or director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record.(d) The consent of any member or director is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the secretary of the corporation or other person responsible for giving the notice. The inadvertent failure by the corporation to treat this inability as a revocation does not invalidate any meeting or other action.(3) Notice to members or directors who have consented to receipt of electronically transmitted notices may be provided notice by posting the notice on an electronic network and delivering to the member or director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to this posting on the electronic network.(4) Notice provided in an electronic transmission is effective when it: (a) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) has been posted on an electronic network and a separate record of the posting has been delivered to the recipient together with comprehensible instructions regarding how to obtain access to the posting on the electronic network.[ 2004 c 265 § 4.]
WA Rev Code § 24.03.010 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.010 - Applicability.

RCW 24.03.010 Applicability. (Effective until January 1, 2022.)The provisions of this chapter relating to domestic corporations shall apply to:(1) All corporations organized hereunder; and(2) All not for profit corporations heretofore organized under any act hereby repealed, for a purpose or purposes for which a corporation might be organized under this chapter; and(3) Any corporation to which this chapter does not otherwise apply, which is authorized to elect, and does elect, in accordance with the provisions of this chapter, as now or hereafter amended, to have the provisions of this chapter apply to it.The provisions of this chapter relating to foreign corporations shall apply to all foreign not for profit corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.[ 1971 ex.s. c 53 § 1; 1967 c 235 § 3.]NOTES:Repealer—Savings—1967 c 235: See RCW 24.03.920, 24.03.905.
WA Rev Code § 24.03.015 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.015 - Purposes.

RCW 24.03.015 Purposes. (Effective until January 1, 2022.)Corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following purposes: Charitable; benevolent; eleemosynary; educational; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; and professional, commercial, industrial or trade association; but labor unions, cooperative organizations, and organizations subject to any of the provisions of the banking or insurance laws of this state may not be organized under this chapter: PROVIDED, That any not for profit corporation heretofore organized under any act hereby repealed and existing for the purpose of providing health care services as defined in *RCW 48.44.010(1) or 48.46.020(1), as now or hereafter amended, shall continue to be organized under this chapter.[ 1986 c 240 § 2; 1983 c 106 § 22; 1967 c 235 § 4.]NOTES:*Reviser's note: RCW 48.44.010 was alphabetized pursuant to RCW 1.08.015(2)(k), changing subsection (1) to subsection (10). RCW 48.46.020 was also alphabetized pursuant to RCW 1.08.015(2)(k), changing subsection (1) to subsection (13).Repealer—Savings—1967 c 235: See RCW 24.03.920, 24.03.905.Fish marketing act: Chapter 24.36 RCW.Granges: Chapter 24.28 RCW.Insurance: Title 48 RCW.Labor unions: Chapter 49.36 RCW.
WA Rev Code § 24.03.017 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.017 - Corporation may elect to have chapter apply to it—Procedure.

RCW 24.03.017 Corporation may elect to have chapter apply to it—Procedure. (Effective until January 1, 2022.)Any corporation organized under any act of the state of Washington for any one or more of the purposes for which a corporation may be organized under this chapter and for no purpose other than those permitted by this chapter, and to which this chapter does not otherwise apply, may elect to have this chapter and the provisions thereof apply to such corporation. Such corporation may so elect by having a resolution to do so adopted by the governing body of such corporation and by delivering to the secretary of state a statement of election in accordance with this section. Such statement of election shall be executed by the corporation by an officer of the corporation, and shall set forth:(1) The name of the corporation;(2) The act which created the corporation or pursuant to which it was organized;(3) That the governing body of the corporation has elected to have this chapter and the provisions thereof apply to the corporation.The statement of election 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 statement of elective coverage, the provisions of this chapter shall apply to the corporation which thereafter shall be subject to and shall have the benefits of this chapter and the provisions thereof as they exist on the date of filing such statement of election and as they may be amended from time to time thereafter, including, without limiting the generality of the foregoing, the power to amend its charter or articles of incorporation, whether or not created by special act of the legislature, delete provisions therefrom and add provisions thereto in any manner and to any extent it may choose to do from time to time so long as its amended articles shall not be inconsistent with the provisions of this chapter.[ 2015 c 176 § 3102; 2004 c 265 § 5; 1982 c 35 § 73; 1971 ex.s. c 53 § 2.]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.
WA Rev Code § 24.03.020 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.020 - Incorporators.

RCW 24.03.020 Incorporators. (Effective until January 1, 2022.)One or more persons of the age of eighteen years or more, or a domestic or foreign, profit or nonprofit, corporation, may act as incorporator or incorporators of a corporation by executing and delivering to the secretary of state articles of incorporation for such corporation.[ 2004 c 265 § 6; 1986 c 240 § 3; 1982 c 35 § 74; 1967 c 235 § 5.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.025 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.025 - Articles of incorporation.

RCW 24.03.025 Articles of incorporation. (Effective until January 1, 2022.)The articles of incorporation shall set forth:(1) The name of the corporation.(2) The period of duration, which may be perpetual or for a stated number of years.(3) The purpose or purposes for which the corporation is organized.(4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including provisions regarding:(a) Distribution of assets on dissolution or final liquidation;(b) The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;(c) Eliminating or limiting the personal liability of a director to the corporation or its members, if any, for monetary damages for conduct as a director: PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and(d) Any provision which under this title is required or permitted to be set forth in the bylaws.(5) The address of its initial registered office, including street and number, and the name of its initial registered agent at such address.(6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.(7) The name and address of each incorporator.(8) The name of any person or corporations to whom net assets are to be distributed in the event the corporation is dissolved.It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.[ 1987 c 212 § 703; 1982 c 35 § 75; 1967 c 235 § 6.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.Amending articles of incorporation: RCW 24.03.160 through 24.03.180.Bylaws: RCW 24.03.070.
WA Rev Code § 24.03.027 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.027 - Filing false statements—Penalty.

RCW 24.03.027 Filing false statements—Penalty. (Effective until January 1, 2022.)See RCW 43.07.210.
WA Rev Code § 24.03.030 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.030 - Limitations.

RCW 24.03.030 Limitations. (Effective until January 1, 2022.)A corporation subject to this chapter:(1) Shall not have or issue shares of stock;(2) Shall not make any disbursement of income to its members, directors or officers;(3) Shall not loan money or credit to its officers or directors;(4) May pay compensation in a reasonable amount to its members, directors or officers for services rendered;(5) May confer benefits upon its members in conformity with its purposes; and(6) Upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income.[ 1986 c 240 § 4; 1967 c 235 § 7.]
WA Rev Code § 24.03.040 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.040 - Defense of ultra vires.

RCW 24.03.040 Defense of ultra vires. (Effective until January 1, 2022.)No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted:(1) In a proceeding by a member or a director against the corporation to enjoin the doing or continuation of unauthorized acts, or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.(2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members in a representative suit, against the officers or directors of the corporation for exceeding their authority.(3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.[ 1967 c 235 § 9.]NOTES:Dissolution: RCW 24.03.220 through 24.03.260.
WA Rev Code § 24.03.043 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.043 - Indemnification of agents of any corporation authorized.

RCW 24.03.043 Indemnification of agents of any corporation authorized. (Effective until January 1, 2022.)See RCW 23B.17.030.