reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.06.280 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.280 - Expense of issue.

RCW 23B.06.280 Expense of issue.A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.[ 1989 c 165 § 56.]
WA Rev Code § 23B.06.310 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.06 - Shares and Distributions.|23B.06.310 - Corporation's acquisition of its own shares.

RCW 23B.06.310 Corporation's acquisition of its own shares.(1) A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.(2) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.(3) The board of directors may adopt articles of amendment under this section without shareholder approval and deliver them to the secretary of state for filing. The articles must set forth:(a) The name of the corporation;(b) The reduction in the number of authorized shares, itemized by class and series; and(c) The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.[ 2009 c 189 § 11; 1989 c 165 § 58.]
WA Rev Code § 23B.07.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.010 - Annual meeting.

RCW 23B.07.010 Annual meeting.(1) Except as provided in subsections (2) and (6) of this section, a corporation shall hold a meeting of shareholders annually for the election of directors at a time stated in or fixed in accordance with the bylaws.(2)(a) If the articles of incorporation or the bylaws of a corporation registered as an investment company under the investment company act of 1940 so provide, the corporation is not required to hold an annual meeting of shareholders in any year in which the election of directors is not required by the investment company act of 1940.(b) If a corporation is required under (a) of this subsection to hold an annual meeting of shareholders to elect directors, the meeting shall be held no later than one hundred twenty days after the occurrence of the event requiring the meeting.(3) Subject to subsection (4) of this section:(a) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws; and(b) If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.(4) Unless the articles of incorporation or bylaws provide otherwise, if the board of directors or another person is authorized in the bylaws to determine the place of annual meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that an annual meeting will not involve a physical assembly of shareholders at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with RCW 23B.07.080.(5) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.(6) Shareholders may elect directors by written consent as permitted by RCW 23B.07.040 in lieu of holding an annual meeting.[ 2020 c 57 § 47; 2018 c 55 § 1; 2002 c 297 § 20; 1994 c 256 § 28; 1989 c 165 § 60.]NOTES:Findings—Construction—1994 c 256: See RCW 43.320.007.
WA Rev Code § 23B.07.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.020 - Special meeting.

RCW 23B.07.020 Special meeting.(1) A corporation shall hold a special meeting of shareholders:(a) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or(b) Except as set forth in subsections (2) and (3) of this section, if shareholders holding at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting execute, date, and deliver to the corporation one or more written demands for the meeting describing the purpose or purposes for which it is to be held.(2) The right of shareholders of a public company to call a special meeting may be limited or denied to the extent provided in the articles of incorporation.(3) If the corporation is other than a public company, the articles of incorporation or bylaws may require the demand specified in subsection (1)(b) of this section be made by a greater percentage, not in excess of twenty-five percent, of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting.(4) If not otherwise fixed under RCW 23B.07.030 or 23B.07.070, the record date for determining shareholders entitled to demand a special meeting is the first date on which an executed shareholder demand is delivered to the corporation.(5) Subject to subsection (6) of this section:(a) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws; and(b) If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.(6) Unless the articles of incorporation or bylaws provide otherwise, if the board of directors or another person is authorized in the bylaws to determine the place of special meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that a special meeting will not involve a physical assembly of shareholders at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with RCW 23B.07.080.(7) Only business within the purpose or purposes described in the meeting notice required by RCW 23B.07.050(3) may be conducted at a special shareholders' meeting.[ 2020 c 57 § 48; 2018 c 55 § 2; 2002 c 297 § 21; 1989 c 165 § 61.]
WA Rev Code § 23B.07.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.030 - Court-ordered meeting.

RCW 23B.07.030 Court-ordered meeting.(1) The superior court of the county in which the corporation's registered office is located may, after notice to the corporation, summarily order a meeting to be held:(a) On application of any shareholder of the corporation entitled to vote in the election of directors at an annual meeting, if an annual meeting was not held within the earlier of six months after the end of the corporation's fiscal year or fifteen months after its last annual meeting or approval of corporate action by shareholder consent in lieu of such a meeting; or(b) On application of a shareholder who executed a demand for a special meeting valid under RCW 23B.07.020, if:(i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or(ii) The special meeting was not held in accordance with the notice.(2) The court may, after notice to the corporation, fix the time and place of the meeting, determine the shares and shareholders entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the manner, form, and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for approval of those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.[ 2009 c 189 § 13; 2002 c 297 § 22; 1989 c 165 § 62.]
WA Rev Code § 23B.07.035 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.035 - Inspectors to act at meetings—Appointment—Duties—Certain corporations.

RCW 23B.07.035 Inspectors to act at meetings—Appointment—Duties—Certain corporations.(1) A corporation having any shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders in connection with determining voting results. Each inspector shall verify in writing that the inspector will faithfully execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.(2) The inspectors shall:(a) Ascertain the number of shares outstanding and the voting power of each;(b) Determine the shares represented at a meeting;(c) Determine the validity of proxy appointments and ballots;(d) Count the votes and ballots; and(e) Make a written report of the results.(3) An inspector may be an officer or employee of the corporation.(4) If no challenge of a determination by the inspectors is timely made, such determination is conclusive. Challenge of any determination by the inspectors may be made in a court of competent jurisdiction.[ 2020 c 57 § 49; 2007 c 467 § 6.]
WA Rev Code § 23B.07.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.050 - Notice of meeting.

RCW 23B.07.050 Notice of meeting.(1) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting. Such notice shall be given no fewer than ten nor more than sixty days before the meeting date, except that notice of a shareholders' meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed disposition of property and assets pursuant to RCW 23B.12.020, or the dissolution of the corporation shall be given no fewer than twenty nor more than sixty days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.(2) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.(3) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.(4) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under RCW 23B.07.070, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.[ 2017 c 28 § 13; 1989 c 165 § 64.]
WA Rev Code § 23B.07.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.060 - Waiver of notice.

RCW 23B.07.060 Waiver of notice.(1) A shareholder may waive any notice required by this title, the articles of incorporation, or bylaws before or after the date and time stated in the notice, or in the case of notice required by RCW 23B.07.040(3), before or after the corporate action to be approved by written consent becomes effective. Except as provided by subsections (2) and (3) of this section, the waiver must be in writing, be executed by the shareholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.(2) A shareholder's attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.(3) A shareholder waives objection to consideration of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.[ 2020 c 57 § 51; 2009 c 189 § 15; 2002 c 297 § 24; 1991 c 72 § 34; 1989 c 165 § 65.]
WA Rev Code § 23B.07.070 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.070 - Record date.

RCW 23B.07.070 Record date.(1) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to approve any other corporate action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date.(2) If not otherwise fixed under subsection (1) of this section or RCW 23B.07.030, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.(3) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.(4) If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, it is the date the board of directors authorizes the distribution.(5) A record date fixed under this section may not be more than seventy days before the meeting of shareholders or more than ten days prior to the date on which the first shareholder consent is executed under RCW 23B.07.040(1)(b).(6) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.(7) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.[ 2009 c 189 § 16; 1989 c 165 § 66.]
WA Rev Code § 23B.07.080 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.080 - Shareholder participation by means of communication equipment.

RCW 23B.07.080 Shareholder participation by means of communication equipment.(1) Unless the articles of incorporation or bylaws provide otherwise, a corporation may permit any or all shareholders to participate in any meeting of shareholders by means of, or conduct the meeting solely through the use of, remote communication. Subject to the provisions of subsection (2) of this section, participation by remote communication is to be subject to any guidelines and procedures adopted by or pursuant to the authority of the board of directors.(2) If a corporation elects to permit participation by means of, or conduct a meeting solely through the use of, remote communication:(a) The notice of the meeting must specify how a shareholder may participate in the meeting by means of remote communication; and(b) The corporation must implement reasonable measures to (i) verify that each person participating remotely as a shareholder or proxy holder is a shareholder or proxy holder, and (ii) provide each person participating remotely as a shareholder or proxy holder a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with those proceedings.(3) Participation in a meeting in accordance with this section constitutes presence in person at that meeting.(4) If the board of directors or another authorized person determines to hold a shareholders' meeting without a physical assembly of shareholders in accordance with RCW 23B.07.010(4) or 23B.07.020(6), all shareholders entitled to vote at such meeting must have the opportunity to participate in the meeting by remote communication in accordance with this section.[ 2018 c 55 § 3; 1989 c 165 § 67.]
WA Rev Code § 23B.07.200 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.200 - Shareholders' list for meeting.

RCW 23B.07.200 Shareholders' list for meeting.(1) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders on the record date who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this section requires the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder.(2) The shareholders' list must be available for inspection by any shareholder, beginning ten days prior to the meeting and continuing through the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, the shareholder's agent, or the shareholder's attorney is entitled to inspect the list, during regular business hours and at the shareholder's expense, during the period it is available for inspection.(3) The corporation shall make the shareholders' list available at the meeting, and any shareholder, the shareholder's agent, or the shareholder's attorney is entitled to inspect the list at any time during the meeting or any adjournment.(4) If the corporation refuses to allow a shareholder, the shareholder's agent, or the shareholder's attorney to inspect the shareholders' list before or at the meeting, the superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection is complete.(5) A shareholder's right to copy the shareholders' list, and a shareholder's right to otherwise inspect and copy the record of shareholders, is governed by RCW 23B.16.020(3).(6) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of corporate action approved at the meeting.[ 2020 c 57 § 52; 2009 c 189 § 17; 1989 c 165 § 68.]
WA Rev Code § 23B.07.210 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.210 - Voting entitlement of shares.

RCW 23B.07.210 Voting entitlement of shares.(1) Except as provided in subsections (2) and (3) of this section or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.(2) Shares of a corporation are not entitled to vote if they are owned by or otherwise belong to the corporation, directly or indirectly, or by a second corporation, domestic or foreign, and the first corporation owns, through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.(3) Shares held by the corporation in a fiduciary capacity for the benefit of any person are entitled to vote unless they are held for the benefit of, or otherwise belong to, the corporation directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.(4) Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.[ 2020 c 194 § 13; 1989 c 165 § 69.]
WA Rev Code § 23B.07.220 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.07 - Shareholders.|23B.07.220 - Proxies.

RCW 23B.07.220 Proxies.(1) A shareholder may vote the shareholder's shares in person or by proxy.(2) A shareholder or the shareholder's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the shareholder by executing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.(3) An appointment of a proxy is effective when an executed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for the term provided in the appointment form or electronic transmission, and, if no term is provided, is valid for eleven months unless the appointment is irrevocable under subsection (4) of this section.(4) An appointment of a proxy is revocable by the shareholder unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:(a) A pledgee;(b) A person who purchased or agreed to purchase the shares;(c) A creditor of the corporation who extended it credit under terms requiring the appointment;(d) An employee of the corporation whose employment contract requires the appointment; or(e) A party to a voting agreement created under RCW 23B.07.310.(5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the officer or agent of the corporation authorized to tabulate votes before the proxy exercises the proxy's authority under the appointment.(6) An appointment made irrevocable under subsection (4) of this section is revoked when the interest with which it is coupled is extinguished.(7) A transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when the transferee acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.(8) Subject to RCW 23B.07.240 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the shareholder making the appointment.[ 2020 c 57 § 53; 2002 c 297 § 25; 2000 c 168 § 2; 1989 c 165 § 70.]