reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.08.900 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.900 - Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.

RCW 23B.08.900 Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.For the purposes of this chapter, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to state registered domestic partnerships or individuals in state registered domestic partnerships as well as to marital relationships and married persons, and references to dissolution of marriage shall apply equally to state registered domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflict with federal law. Where necessary to implement chapter 521, Laws of 2009, gender-specific terms such as husband and wife used in any statute, rule, or other law shall be construed to be gender neutral, and applicable to individuals in state registered domestic partnerships.[ 2009 c 521 § 63.]
WA Rev Code § 23B.09.005 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.005 - Definitions.

RCW 23B.09.005 Definitions.The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Converting entity" means the domestic corporation that adopts a plan of entity conversion or the other entity converting to a domestic corporation.(2) "Domestic other entity" means an other entity organized under the laws of this state.(3) "Foreign other entity" means an other entity organized under a law other than the laws of this state.(4) "Interest holder" means a person who holds of record:(a) A right to receive distributions from an other entity either in the ordinary course of business or upon liquidation, other than as an assignee; or(b) A right to vote on issues involving an other entity's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.(5) "Interests" means the interests in an other entity held by its interest holders.(6) "Organic document" means a public organic document or a private organic document.(7) "Organic law" means the statute governing the internal affairs of a domestic corporation or other entity.(8) "Other entity" means any association or entity other than a domestic corporation, a domestic or foreign nonprofit corporation, a domestic or foreign mutual corporation or miscellaneous corporation, or a governmental or quasi-governmental organization. The term includes, but is not limited to, foreign corporations, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, business trusts, and profit unincorporated associations.(9) "Owner liability" means personal liability for a debt, obligation, or liability of an entity that is imposed on a person:(a) Solely by reason of the person's status as a shareholder or interest holder; or(b) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity.(10) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an other entity.(11) "Public organic document" means the document, if any, that is filed of public record to create an other entity, including amendments and restatements thereof.(12) "Surviving entity" means the domestic corporation or other entity that is in existence immediately after consummation of an entity conversion pursuant to this chapter.[ 2014 c 83 § 8.]
WA Rev Code § 23B.09.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.010 - Entity conversion.

RCW 23B.09.010 Entity conversion.(1) A domestic corporation may become an other entity pursuant to a plan of entity conversion if the entity conversion is permitted by the organic law of the other entity by:(a) Complying with RCW 23B.09.030; and(b) Filing articles of entity conversion with the secretary of state.(2) An other entity may become a domestic corporation if the entity conversion is permitted by the organic law of the other entity by:(a) Complying with the procedures for the approval of an entity conversion provided in the organic law of the other entity; and(b) Filing articles of entity conversion with the secretary of state.[ 2014 c 83 § 9.]
WA Rev Code § 23B.09.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.020 - Plan of entity conversion.

RCW 23B.09.020 Plan of entity conversion.(1) A plan of entity conversion must include:(a) The name of the domestic corporation before conversion;(b) The name and form of the surviving entity after conversion;(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the domestic corporation into any combination of the interests, shares, obligations, or other securities of the surviving entity or any other entity or into cash or other property in whole or part; and(d) The organic documents of the surviving entity as they will be in effect immediately after consummation of the conversion.(2) The terms of a plan of [entity] conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).[ 2020 c 194 § 9; 2020 c 57 § 64; 2014 c 83 § 10.]NOTES:Reviser's note: This section was amended by 2020 c 57 § 64 and by 2020 c 194 § 9, 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).
WA Rev Code § 23B.09.040 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.040 - Articles of entity conversion.

RCW 23B.09.040 Articles of entity conversion.(1) After a plan of entity conversion by a domestic corporation converting into an other entity has been adopted and approved as required by this chapter, articles of entity conversion must be executed on behalf of the domestic corporation by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.(2) After the conversion of an other entity into a domestic corporation has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion must be executed on behalf of the converting entity by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.(3) The articles of entity conversion must set forth:(a) A statement that the converting entity has been converted into the surviving entity;(b) The name and form of the converting entity before conversion;(c) The name and form of the surviving entity after conversion, which must be a name that satisfies the requirements of Article 3 of chapter 23.95 RCW if the surviving entity after conversion is a domestic corporation;(d) Articles of incorporation that comply with RCW 23B.02.020 if the surviving entity after conversion is a domestic corporation;(e) The date the conversion is effective under the organic law of the surviving entity;(f) If the converting entity is a domestic corporation, a statement that the conversion was duly approved by the shareholders of the domestic corporation pursuant to RCW 23B.09.030;(g) If the converting entity is an other entity, a statement that the conversion was duly approved as required by the organic law of the converting entity; and(h) If the surviving entity is a foreign other entity not authorized to transact business in this state: (i) A statement that the surviving entity consents to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation; and (ii) the street and mailing address of the entity's principal office that may be used for service of process under RCW 23.95.450.(4) The articles of entity conversion take effect at the effective time provided in RCW 23.95.210. Articles of entity conversion under subsection (1) or (2) of this section may be combined with any required conversion filing under the organic law of the other entity if the combined filing satisfies the requirements of both this section and the organic law of the other entity.[ 2020 c 57 § 66; 2015 c 176 § 2121; 2014 c 83 § 12.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.09.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.050 - Effect of entity conversion.

RCW 23B.09.050 Effect of entity conversion.(1) An entity that has been converted pursuant to this chapter is, for all purposes of the laws of the state of Washington, deemed to be the same entity that existed before the conversion and, unless otherwise agreed or as required under applicable non-Washington law, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion is not deemed to constitute a dissolution of the converting entity.(2) When any conversion becomes effective under this chapter:(a) The title to all real estate and other property, both tangible and intangible, owned by the converting entity remains vested in the surviving entity without reversion or impairment;(b) All rights of creditors and all liens upon any property of the converting entity must be preserved unimpaired, and all debts, liabilities, and other obligations of the converting entity continue as obligations of the surviving entity, remain attached to the surviving entity, and may be enforced against it to the same extent as if the debts, liabilities, and other obligations had originally been incurred or contracted by it in its capacity as the surviving entity;(c) An action or proceeding pending by or against the converting entity may be continued by or against the surviving entity as if the conversion had not occurred;(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting entity remain vested in the surviving entity; and(e) Except as otherwise provided in the plan of entity conversion, the terms and conditions of the plan of entity conversion take effect.(3) When a conversion of a domestic corporation to a foreign other entity becomes effective, the surviving entity is deemed:(a) To consent to the jurisdiction of the courts of this state to enforce any obligation owed by the converting entity, if before the conversion the converting entity was subject to suit in this state on the obligation;(b) 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 the domestic corporation in connection with the conversion; and(c) To agree that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they are entitled under chapter 23B.13 RCW.[ 2015 c 176 § 2122; 2014 c 83 § 13.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.09.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.09 - Corporate Entities—Conversions.|23B.09.060 - Abandonment of entity conversion.

RCW 23B.09.060 Abandonment of entity conversion.(1) Unless otherwise provided in a plan of entity conversion of a domestic corporation, after the plan of entity conversion has been adopted and approved as required by this chapter, and at any time before the articles of entity conversion have become effective, the planned conversion may be abandoned by the board of directors without action by the shareholders.(2) If any entity conversion is abandoned after articles of entity conversion have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, must be delivered to the secretary of state for filing prior to the effective date of the entity conversion and in accordance with RCW 23.95.215. Upon filing, the statement takes effect and the entity conversion is deemed abandoned and may not become effective.[ 2020 c 57 § 67; 2015 c 176 § 2123; 2014 c 83 § 14.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 23B.10.010 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.010 - Authority to amend articles of incorporation.

RCW 23B.10.010 Authority to amend articles of incorporation.(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.[ 1989 c 165 § 120.]
WA Rev Code § 23B.10.012 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.012 - Certificate of authority as insurance company—Filing of records.

RCW 23B.10.012 Certificate of authority as insurance company—Filing of records.For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.[ 2002 c 297 § 33; 1998 c 23 § 9.]
WA Rev Code § 23B.10.020 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.020 - Amendment of articles of incorporation by board of directors.

RCW 23B.10.020 Amendment of articles of incorporation by board of directors.Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder approval:(1) If the corporation has only one class of shares outstanding, to provide, change, or eliminate any provision with respect to the par value of any class of shares;(2) To delete the names and addresses of the initial directors;(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;(4) If the corporation has only one class of shares outstanding, solely to:(a) Effect a forward split of, or change the number of authorized shares of that class in proportion to a forward split of, or stock dividend in, the corporation's outstanding shares; or(b) Effect a reverse split of the corporation's outstanding shares and the number of authorized shares of that class in the same proportions;(5) To change the corporate name; or(6) To make any other change expressly permitted by this title to be made without shareholder approval.[ 2009 c 189 § 31; 2003 c 35 § 3; 1989 c 165 § 121.]
WA Rev Code § 23B.10.030 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.030 - Amendment of articles of incorporation by board of directors and shareholders.

RCW 23B.10.030 Amendment of articles of incorporation by board of directors and shareholders.(1) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.(2) For the amendment to be adopted:(a) The board of directors must recommend the amendment 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(b) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5) of this section.(3) The board of directors may condition its submission of the proposed amendment on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed amendment.(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.(5) In addition to any other voting conditions imposed by the board of directors under subsection (3) of this section, the amendment to be adopted must be approved by two-thirds, or, in the case of a public company, a majority, of the voting group comprising all the votes entitled to be cast on the proposed amendment, and of each other voting group entitled under RCW 23B.10.040 or the articles of incorporation to vote separately on the proposed amendment. The articles of incorporation may require a greater vote than that provided for in this subsection. The articles of incorporation of a corporation other than a public company may require a lesser vote than that provided for in this subsection, or may require a lesser vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposed amendment and of each other voting group entitled to vote separately on the proposed amendment. Separate voting by additional voting groups is required on a proposed amendment under the circumstances described in RCW 23B.10.040.[ 2011 c 328 § 5; 2003 c 35 § 4; 1989 c 165 § 122.]
WA Rev Code § 23B.10.050 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.050 - Amendment of articles of incorporation before issuance of shares.

RCW 23B.10.050 Amendment of articles of incorporation before issuance of shares.If a corporation has not yet issued shares, its board of directors, or incorporators if initial directors were not named in the articles of incorporation and have not been elected, may adopt one or more amendments to the corporation's articles of incorporation.[ 1989 c 165 § 124.]
WA Rev Code § 23B.10.060 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.060 - Articles of amendment.

RCW 23B.10.060 Articles of amendment.A corporation amending its articles of incorporation must deliver to the secretary of state for filing articles of amendment stating:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;(4) The date of each amendment's adoption;(5) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement to that effect and that shareholder approval was not required;(6) If shareholder approval was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040; and(7) If an amendment is being filed pursuant to RCW 23B.01.200(3)(e), a statement to that effect.[ 2020 c 194 § 10; 2009 c 189 § 32; 1989 c 165 § 125.]
WA Rev Code § 23B.10.070 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.|23B.10.070 - Restated articles of incorporation.

RCW 23B.10.070 Restated articles of incorporation.(1) Any officer of the corporation may restate its articles of incorporation at any time.(2) A restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment not requiring shareholder approval, it must be adopted by the board of directors. If the restatement includes an amendment requiring shareholder approval, it must be adopted in accordance with RCW 23B.10.030.(3) If the board of directors submits a restatement for shareholder approval, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.(4) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:(a) If the restatement does not include an amendment to the articles of incorporation, a statement to that effect;(b) If the restatement contains an amendment to the articles of incorporation not requiring shareholder approval, a statement that the board of directors adopted the restatement and the date of such adoption;(c) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by RCW 23B.10.060; and(d) Both the articles of restatement and the certificate must be executed.(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.(6) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section.[ 2009 c 189 § 33; 1991 c 72 § 36; 1989 c 165 § 126.]