reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.10.080 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.080 - Amendment of articles of incorporation pursuant to reorganization.

RCW 23B.10.080 Amendment of articles of incorporation pursuant to reorganization.(1) A corporation's articles of incorporation may be amended without approval by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by RCW 23B.02.020.(2) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:(a) The name of the corporation;(b) The text of each amendment approved by the court;(c) The date of the court's order or decree approving the articles of amendment;(d) The title of the reorganization proceeding in which the order or decree was entered; and(e) A statement that the court had jurisdiction of the proceeding under federal statute.(3) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.[ 2009 c 189 § 34; 1989 c 165 § 127.]
WA Rev Code § 23B.10.090 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.090 - Effect of amendment of articles of incorporation.

RCW 23B.10.090 Effect of amendment of articles of incorporation.An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.[ 1989 c 165 § 128.]
WA Rev Code § 23B.10.200 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.200 - Amendment of bylaws by board of directors or shareholders.

RCW 23B.10.200 Amendment of bylaws by board of directors or shareholders.(1) A corporation's board of directors, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, except to the extent that:(a) This power is reserved exclusively to the shareholders pursuant to the articles of incorporation or a shareholders' agreement authorized by RCW 23B.07.320, or pursuant to RCW 23B.10.205, 23B.10.210, or any other provision of this title; or(b) The shareholders, in amending, repealing, or adopting a particular bylaw under subsection (2) of this section, provide expressly that the board of directors may not amend or repeal that bylaw.(2) A corporation's shareholders, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, even though the bylaws may also be amended or repealed, or new bylaws may also be adopted, by its board of directors.[ 2011 c 328 § 3; 2009 c 189 § 35; 2007 c 467 § 7; 1989 c 165 § 129.]NOTES:*Reviser's note: RCW 23B.02.060 was amended by 2020 c 194 § 3, changing subsection (4) to subsection (2).
WA Rev Code § 23B.10.210 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.210 - Bylaw increasing quorum or voting requirements for directors.

RCW 23B.10.210 Bylaw increasing quorum or voting requirements for directors.(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:(a) If originally adopted by the shareholders, only by the shareholders; or(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.(2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.(3) If the corporation is a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the quorum requirement and be approved by the vote required for approval under the quorum and voting requirement then in effect.(4) If the corporation is not a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be approved by the same vote required for approval under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.[ 2009 c 189 § 37; 1989 c 165 § 130.]
WA Rev Code § 23B.11.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.010 - Merger.

RCW 23B.11.010 Merger.(1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve a plan of merger.(2) The plan of merger must include:(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;(b) The terms and conditions of the merger; and(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part.(3) The plan of merger may include:(a) Amendments to the articles of incorporation of the surviving corporation; and(b) Other provisions relating to the merger.(4) The terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).[ 2020 c 194 § 11; 1989 c 165 § 131.]
WA Rev Code § 23B.11.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.020 - Share exchange.

RCW 23B.11.020 Share exchange.(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve the exchange.(2) The plan of exchange must include:(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;(b) The terms and conditions of the exchange; and(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.(3) The plan of exchange may include other provisions relating to the exchange.(4) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).(5) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.[ 2020 c 194 § 12; 1989 c 165 § 132.]
WA Rev Code § 23B.11.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.040 - Merger of or into subsidiary.

RCW 23B.11.040 Merger of or into subsidiary.(1) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may (a) merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary, or (b) merge itself into the subsidiary without approval of the shareholders of the subsidiary. A merger of a parent corporation into its subsidiary otherwise will be governed by the provisions of chapter 23B.11 RCW applicable to mergers generally.(2) The board of directors of the parent shall approve a plan of merger that sets forth:(a) The names of the parent and subsidiary; and(b) The manner and basis of converting the shares of the subsidiary or parent corporation, as applicable, into shares, obligations, or other securities of the surviving corporation or any other corporation or into cash or other property in whole or part.(3) Within ten days after the corporate action becomes effective, the surviving corporation shall deliver a notice to each other shareholder of the subsidiary, which notice must include a copy of the plan of merger.(4) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in RCW 23B.10.020.[ 2017 c 28 § 17; 2009 c 189 § 39; 2002 c 297 § 34; 1989 c 165 § 134.]
WA Rev Code § 23B.11.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.050 - Articles of merger or share exchange.

RCW 23B.11.050 Articles of merger or share exchange.After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state for filing articles of merger or share exchange setting forth:(1) The plan of merger or share exchange;(2) If shareholder approval was not required, a statement to that effect; or(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required, a statement that the merger or share exchange was duly approved by the shareholders pursuant to RCW 23B.11.030.[ 1989 c 165 § 135.]
WA Rev Code § 23B.11.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.060 - Effect of merger or share exchange.

RCW 23B.11.060 Effect of merger or share exchange.(1) When a merger takes effect:(a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;(b) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;(c) The surviving corporation has all liabilities of each corporation party to the merger;(d) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;(e) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and(f) The former holders of the shares of every corporation party to the merger are entitled only to the rights provided in the articles of merger or to their rights under chapter 23B.13 RCW.(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 23B.13 RCW.[ 1989 c 165 § 136.]
WA Rev Code § 23B.11.070 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.070 - Merger or share exchange with foreign corporation.

RCW 23B.11.070 Merger or share exchange with foreign corporation.(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;(c) The foreign corporation complies with RCW 23B.11.050 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and(d) Each domestic corporation complies with the applicable provisions of RCW 23B.11.010 through 23B.11.040 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with RCW 23B.11.050.(2) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:(a) To consent to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and(b) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under chapter 23B.13 RCW.(3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.[ 2015 c 176 § 2124; 1989 c 165 § 137.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.11.080 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.080 - Merger.

RCW 23B.11.080 Merger.(1) One or more domestic corporations may merge with one or more limited liability companies, partnerships, or limited partnerships if:(a) The board of directors of each corporation adopts and the shareholders of each corporation approve, if approval would be necessary, the plan of merger as required by RCW 23B.11.030;(b) The partners of each limited partnership approve the plan of merger as required by RCW 25.10.781;(c) The partners of each partnership approve the plan of merger as required by RCW 25.05.375; and(d) The members of each limited liability company approve, if approval is necessary, the plan of merger as required by RCW 25.15.421.(2) The plan of merger must set forth:(a) The name of each limited liability company, partnership, corporation, and limited partnership planning to merge and the name of the surviving limited liability company, partnership, corporation, or limited partnership into which each other limited liability company, partnership, corporation, or limited partnership plans to merge;(b) The terms and conditions of the merger; and(c) The manner and basis of converting the shares of each corporation, the member interests of each limited liability company, and the partnership interests in each partnership and each limited partnership into shares, limited liability company member interests, partnership interests, obligations, or other securities of the surviving limited liability company, partnership, corporation, or limited partnership, or into cash or other property, including shares, obligations, or securities of any other limited liability company, partnership, or corporation, and partnership interests, obligations, or securities of any other limited partnership, in whole or in part.(3) The plan of merger may set forth:(a) Amendments to the articles of incorporation of the surviving corporation;(b) Amendments to the certificate of limited partnership of the surviving limited partnership; and(c) Other provisions relating to the merger.[ 2015 c 188 § 110; 2009 c 188 § 1401; 1998 c 103 § 1310; 1991 c 269 § 38.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.Effective date—2009 c 188: "Sections 1401 through 1416 of this act take effect July 1, 2010." [ 2009 c 188 § 1417.]
WA Rev Code § 23B.11.090 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.090 - Articles of merger.

RCW 23B.11.090 Articles of merger.After a plan of merger for one or more corporations and one or more limited partnerships, one or more partnerships, or one or more limited liability companies is approved by the shareholders of each corporation (or adopted by the board of directors of any corporation for which shareholder approval is not required), is approved by the partners for each limited partnership as required by RCW 25.10.781, is approved by the partners of each partnership as required by RCW 25.05.380, or is approved by the members of each limited liability company as required by RCW 25.15.421, the surviving entity must:(1) If the surviving entity is a corporation, file with the secretary of state articles of merger setting forth:(a) The plan of merger;(b) A statement that the merger was duly approved by the shareholders of each corporation pursuant to RCW 23B.11.030 (or a statement that shareholder approval was not required for a merging corporation); and(c) A statement that the merger was duly approved by the partners of each limited partnership pursuant to RCW 25.10.781.(2) If the surviving entity is a limited partnership, comply with the requirements in RCW 25.10.786.(3) If the surviving entity is a partnership, comply with the requirements in RCW 25.05.380.(4) If the surviving entity is a limited liability company, comply with the requirements in RCW 25.15.426.[ 2015 c 188 § 111; 2009 c 188 § 1402; 1998 c 103 § 1311; 1991 c 269 § 39.]NOTES:Effective date—2015 c 188: See RCW 25.15.903.Effective date—2009 c 188: See note following RCW 23B.11.080.
WA Rev Code § 23B.11.100 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.100 - Merger—Corporation is surviving entity.

RCW 23B.11.100 Merger—Corporation is surviving entity.When a merger of one or more corporations, one or more limited partnerships, one or more partnerships, or one or more limited liability companies takes effect, and a corporation is the surviving entity:(1) Every other corporation, every limited partnership, every partnership, and every limited liability company party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation, and every limited partnership, partnership, and limited liability company, ceases;(2) The title to all real estate and other property owned by each corporation, limited partnership, partnership, and limited liability company party to the merger is vested in the surviving corporation without reversion or impairment;(3) The surviving corporation has all the liabilities of each corporation, limited partnership, partnership, and limited liability company party to the merger;(4) A proceeding pending against any corporation, limited partnership, partnership, or limited liability company party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation, limited partnership, partnership, or limited liability company whose existence ceased;(5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger;(6) The former holders of the shares of every corporation party to the merger are entitled only to the rights provided in the plan of merger or to their rights under chapter 23B.13 RCW; and(7) The former holders of partnership interests of every limited partnership or partnership party to the merger and the former holders of member interests of every limited liability company party to the merger are entitled only to the rights provided in the plan of merger or to their rights under chapter 25.10 RCW.[ 1998 c 103 § 1312; 1991 c 269 § 40.]
WA Rev Code § 23B.11.110 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.11 - Merger and Share Exchange.|23B.11.110 - Merger with foreign and domestic entities—Effect.

RCW 23B.11.110 Merger with foreign and domestic entities—Effect.(1) One or more foreign limited partnerships, foreign corporations, foreign partnerships, and foreign limited liability companies may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations, provided that:(a) The merger is permitted by the law of the jurisdiction under which each foreign limited partnership was organized and the law of the state or country under which each foreign corporation was incorporated and each foreign limited partnership or foreign corporation complies with that law in effecting the merger;(b) If the surviving entity is a foreign or domestic corporation, that corporation complies with RCW 23B.11.090;(c) If the surviving entity is a foreign or domestic limited partnership, that limited partnership complies with RCW 25.10.786;(d) Each domestic corporation complies with RCW 23B.11.080;(e) Each domestic limited partnership complies with RCW 25.10.781;(f) Each domestic limited liability company complies with RCW 25.15.421; and(g) Each domestic partnership complies with RCW 25.05.375.(2) Upon the merger taking effect, a surviving foreign corporation, foreign limited partnership, foreign limited liability corporation, or foreign partnership is deemed:(a) To consent to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger; and(b) To agree that it will promptly pay to the dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger the amount, if any, to which they are entitled under chapter 23B.13 RCW, in the case of dissenting shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case of dissenting partners.[ 2015 c 188 § 112; 2015 c 176 § 2125; 2009 c 188 § 1403; 1998 c 103 § 1313; 1991 c 269 § 41.]NOTES:Reviser's note: This section was amended by 2015 c 176 § 2125 and by 2015 c 188 § 112, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).Effective date—2015 c 188: See RCW 25.15.903.Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—2009 c 188: See note following RCW 23B.11.080.