reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03.200 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.200 - Articles of merger or consolidation.

RCW 24.03.200 Articles of merger or consolidation. (Effective until January 1, 2022.)(1) Upon such 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) Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation (i) a statement setting forth the date of the meeting of members 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 present at such meeting or represented by proxy were entitled to cast, or (ii) a statement that such amendment was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto;(c) Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.(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 § 3114; 2004 c 265 § 20; 2002 c 74 § 10; 1986 c 240 § 33; 1982 c 35 § 89; 1967 c 235 § 41.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Captions not law—2002 c 74: See note following RCW 19.09.020.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.205 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.205 - Merger or consolidation—When effective.

RCW 24.03.205 Merger or consolidation—When effective. (Effective until January 1, 2022.)A merger or consolidation shall become effective upon the filing of the articles of merger or articles of consolidation with the secretary of state as provided in RCW 23.95.210, and may state a delayed effective date as provided in RCW 23.95.210.[ 2015 c 176 § 3115; 1986 c 240 § 34; 1982 c 35 § 90; 1967 c 235 § 42.]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 § 24.03.207 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.207 - Merger or consolidation of domestic and foreign corporation.

RCW 24.03.207 Merger or consolidation of domestic and foreign corporation. (Effective until January 1, 2022.)One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:(1) Each domestic corporation shall comply with the provisions of this title with respect to the merger or consolidation as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.(2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title and Article 5 of chapter 23.95 RCW with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state an agreement that it may be served with process in accordance with RCW 23.95.450 in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a member of any such domestic corporation against the surviving or new corporation.The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the other state provide otherwise.(3) At any time prior to the effective date of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger or consolidation. In the event the merger or consolidation is abandoned, the parties thereto shall execute a notice of abandonment executed by an officer for each corporation executing the notice, which must be in the form of a record, and deliver the notice to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 § 3116; 2004 c 265 § 21; 1986 c 240 § 35; 1982 c 35 § 91.]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 § 24.03.210 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.210 - Effect of merger or consolidation.

RCW 24.03.210 Effect of merger or consolidation. (Effective until January 1, 2022.)When such merger or consolidation has been affected:(1) The several corporations parties 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 parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease.(3) Such 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) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and 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 the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.(5) Such 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. Neither the 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.[ 1967 c 235 § 43.]
WA Rev Code § 24.03.215 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.215 - Sale, lease, exchange, or other disposition of assets not in the ordinary course of business.

RCW 24.03.215 Sale, lease, exchange, or other disposition of assets not in the ordinary course of business. (Effective until January 1, 2022.)A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation, if not in the ordinary course of business, 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) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Notice in the form of a record 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, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. 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. Such authorization shall require at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.(2) Where there are no members, or no members having voting rights with regard to the question, a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.[ 2004 c 265 § 22; 1986 c 240 § 36; 1967 c 235 § 44.]
WA Rev Code § 24.03.217 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.217 - Sale, lease, exchange, or disposition of assets in course of business—Mortgage and pledge of assets.

RCW 24.03.217 Sale, lease, exchange, or disposition of assets in course of business—Mortgage and pledge of assets. (Effective until January 1, 2022.)The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation whether or not in the usual course of business 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, obligations, or other securities of any other corporation, domestic or foreign, as shall be authorized by its board of directors. In any such case, no other authorization or consent of any member shall be required.[ 1986 c 240 § 37.]
WA Rev Code § 24.03.220 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.220 - Voluntary dissolution.

RCW 24.03.220 Voluntary dissolution. (Effective until January 1, 2022.)A corporation may dissolve and wind up its affairs in the following manner:(1) Where there are members having voting rights with regard to the question, 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 having such voting rights, which may be either an annual or a special meeting. Notice in the form of a record 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 entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) Where there are no members, or no members having voting rights with regard to the question, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far 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, to the attorney general with respect to assets subject to RCW 24.03.225(3), and to the department of revenue, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.[ 2004 c 265 § 23; 1986 c 240 § 38; 1982 c 35 § 92; 1967 c 235 § 45.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.225 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.225 - Distribution of assets.

RCW 24.03.225 Distribution of assets. (Effective until January 1, 2022.)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 shall be 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) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;(5) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this chapter.[ 1967 c 235 § 46.]
WA Rev Code § 24.03.230 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.230 - Plan of distribution.

RCW 24.03.230 Plan of distribution. (Effective until January 1, 2022.)A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:(1) Where there are members having voting rights, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Notice in the form of a record setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) Where there are no members, or no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.If the plan of distribution includes assets received and held by the corporation subject to limitations described in subsection (3) of RCW 24.03.225, notice of the adoption of the proposed plan shall be submitted to the attorney general by registered or certified mail directed to him or her at his or her office in Olympia, at least twenty days prior to the meeting at which the proposed plan is to be adopted. No plan for the distribution of such assets may be adopted without the approval of the attorney general, or the approval of a court of competent jurisdiction in a proceeding to which the attorney general is made a party. In the event that an objection is not filed within twenty days after the date of mailing, his or her approval shall be deemed to have been given.[ 2011 c 336 § 657; 2004 c 265 § 24; 1969 ex.s. c 115 § 3; 1967 c 235 § 47.]
WA Rev Code § 24.03.235 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.235 - Revocation of voluntary dissolution proceedings.

RCW 24.03.235 Revocation of voluntary dissolution proceedings. (Effective until January 1, 2022.)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) Where there are members having voting rights, 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 having voting rights, which may be either an annual or a special meeting. Notice in the form of a record stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) Where there are no members, or no members having voting rights, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation may thereupon again conduct its affairs.[ 2004 c 265 § 25; 1967 c 235 § 48.]NOTES:Notice of members' meetings: RCW 24.03.080.
WA Rev Code § 24.03.240 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.240 - Articles of dissolution.

RCW 24.03.240 Articles of dissolution. (Effective until January 1, 2022.)If voluntary dissolution proceedings have not been revoked, then when 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 by the corporation by an officer of the corporation and shall set forth:(1) The name of the corporation.(2) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such resolution was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto.(3) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.(5) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.(6) That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter.(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.[ 2004 c 265 § 26; 1993 c 356 § 4; 1982 c 35 § 93; 1967 c 235 § 49.]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 § 24.03.245 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.245 - Filing of articles of dissolution.

RCW 24.03.245 Filing of articles of dissolution. (Effective until January 1, 2022.)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 such articles of dissolution the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by members, directors, and officers as provided in this chapter.[ 2015 c 176 § 3117; 2002 c 74 § 11; 1982 c 35 § 94; 1967 c 235 § 50.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Captions not law—2002 c 74: See note following RCW 19.09.020.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.