reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.010 - Corporate records.

RCW 23B.16.010
Corporate records.
(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all corporate actions approved by the shareholders or board of directors by executed consent without a meeting, and a record of all corporate actions approved by a committee of the board of directors exercising the authority of the board of directors on behalf of the corporation.
(2) A corporation shall maintain appropriate accounting records.
(3) A corporation or its agent shall maintain a record of its current shareholders, in a form that permits preparation of a list of the names and mailing addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each. 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.
(4) A corporation shall maintain its records specified in this section in a form capable of conversion into paper form within a reasonable time.
(5) A corporation shall keep a copy of the following records at its principal office:
(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them currently in effect;
(c) The minutes of all shareholders' meetings, and records of all corporate actions approved by shareholders without a meeting, for the past three years;
(d) The financial statements described in RCW 23B.16.200(1), for the past three years;
(e) All written communications to shareholders generally within the past three years;
(f) A list of the names and business mailing addresses of its current directors and officers; and
(g) Its initial report or most recent annual report delivered to the secretary of state under RCW 23.95.255.
[ 2020 c 57 § 73; 2015 c 176 § 2142; 2009 c 189 § 54; 2002 c 297 § 45; 1991 c 72 § 40; 1989 c 165 § 182.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.020 - Inspection of records by shareholders.

RCW 23B.16.020
Inspection of records by shareholders.
(1) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in RCW 23B.16.010(5) if the shareholder gives the corporation an executed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy.
(2) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation an executed written notice of the shareholder's demand at least five business days before the date on which the shareholder wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, or of any meeting of a committee of the board of directors while exercising the authority of the board of directors, minutes of any meeting of the shareholders, and records of corporate actions approved by the shareholders or board of directors or a committee thereof without a meeting, to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) The record of shareholders.
(3) A shareholder may inspect and copy the records described in subsection (2) of this section only if:
(a) The shareholder's demand is made in good faith and for a proper purpose;
(b) The shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and
(c) The records are directly connected with the shareholder's purpose.
(4) The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
(5) This section does not affect:
(a) The right of a shareholder to inspect records under RCW 23B.07.200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
(b) The power of a court, independently of this title, to compel the production of corporate records for examination.
(6) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.
[ 2020 c 57 § 74; 2009 c 189 § 55; 2002 c 297 § 46; 1989 c 165 § 183.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.030 - Scope of inspection right.

RCW 23B.16.030
Scope of inspection right.
(1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder.
(2) The corporation may, if reasonable, satisfy the right to copy records under *RCW 23B.16.020 by furnishing copies by photocopy or other means chosen by the corporation, including furnishing copies through an electronic transmission.
(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the documents.
(4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under RCW 23B.16.020(2)(c) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.
[ 2020 c 57 § 75. Prior: 1989 c 165 § 184.]
NOTES:
*Reviser's note: The reference to "section 184 of this act" has been translated to "RCW 23B.16.020." A literal translation would be "RCW 23B.16.030" which is the section above and appears to be erroneous.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.040 - Court-ordered inspection.

RCW 23B.16.040
Court-ordered inspection.
(1) If a corporation does not allow a shareholder who complies with RCW 23B.16.020(1) to inspect and copy any records required by that subsection to be available for inspection, the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.
(2) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with RCW 23B.16.020 (2) and (3) may apply to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.
(3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.
(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.
[ 1989 c 165 § 185.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.200 - Financial statements for shareholders.

RCW 23B.16.200
Financial statements for shareholders.
(1) Not later than four months after the close of each fiscal year, and in any event prior to the annual meeting of shareholders, each corporation shall prepare (a) a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and (b) an income statement showing the results of its operation during its fiscal year. Such statements may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate. If financial statements are prepared by the corporation for any purpose on the basis of generally accepted accounting principles, the annual statements must also be prepared, and disclose that they are prepared, on that basis. If financial statements are prepared only on a basis other than generally accepted accounting principles, they must be prepared, and disclose that they are prepared, on the same basis as other reports and statements prepared by the corporation for the use of others.
(2) Upon the written request of a shareholder, the corporation shall promptly deliver to the requesting shareholder a copy of the most recent balance sheet and income statement. If prepared for other purposes, the corporation shall also deliver to a requesting shareholder upon the written request of that shareholder a statement of sources and applications of funds, and a statement of changes in shareholders' equity, for the most recent fiscal year.
(3) If the annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's accounting records:
(a) Stating the person's reasonable belief whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the basis used for statements prepared for the preceding year.
(4) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the beneficial owner's behalf.
[ 2020 c 57 § 76; 2002 c 297 § 47; 1989 c 165 § 186.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.16 - Records and Reports. › 23B.16.220 - Initial and annual reports for secretary of state.

RCW 23B.16.220
Initial and annual reports for secretary of state.
Each domestic corporation, and each foreign corporation registered to transact business in this state, shall deliver to the secretary of state for filing initial and annual reports in accordance with RCW 23.95.255.
[ 2015 c 176 § 2143; 2001 c 307 § 1; 1993 c 290 § 5; 1991 c 72 § 41; 1989 c 165 § 187.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—2001 c 307: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect May 1, 2001." [ 2001 c 307 § 5.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.17 - Miscellaneous Provisions. › 23B.17.010 - Application to existing corporations.

RCW 23B.17.010
Application to existing corporations.
(1) Unless otherwise provided, this title applies to all domestic corporations in existence on July 1, 1990, that were incorporated under any general statute of this state providing for incorporation of corporations for profit.
(2) Unless otherwise provided, a foreign corporation authorized to transact business in this state on July 1, 1990, is subject to this title but is not required to obtain a new certificate of authority to transact business under this title.
[ 1989 c 165 § 188.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.17 - Miscellaneous Provisions. › 23B.17.030 - Limitation on liability of directors—Indemnification.

RCW 23B.17.030
Limitation on liability of directors—Indemnification.
The provisions of RCW 23B.08.320 and 23B.08.500 through 23B.08.600 shall apply to any corporation, other than a municipal corporation, incorporated under the laws of the state of Washington.
[ 1989 c 165 § 190.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.18 - Nonadmitted Organizations. › 23B.18.010 - Ownership and enforcement of notes secured by real estate mortgages.

RCW 23B.18.010
Ownership and enforcement of notes secured by real estate mortgages.
Any corporation, bank, trust company, mutual savings bank, savings and loan association, national banking association, or other corporation or association organized and existing under the laws of the United States or under the laws of any state or territory of the United States other than the state of Washington, including, without restriction of the generality of the foregoing description, employee pension fund organizations, charitable foundations, trust funds, or other funds, foundations or trusts engaged in the investment of moneys, and trustees of such organizations, foundations, funds or trusts, and which are not admitted to conduct business in the state of Washington under the provisions of this title, and which are not otherwise specifically authorized to transact business in this state, herein collectively referred to as "nonadmitted organizations," may purchase, acquire, hold, sell, assign, transfer, and enforce notes secured by real estate mortgages covering real property situated in this state and the security interests thereby provided, and may make commitments to purchase or acquire such notes so secured.
[ 1989 c 165 § 191.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.18 - Nonadmitted Organizations. › 23B.18.020 - Mortgage foreclosure.

RCW 23B.18.020
Mortgage foreclosure.
Such nonadmitted organizations shall have the right to foreclose such mortgages under the laws of this state or to receive voluntary conveyance in lieu of foreclosure, and in the course of such foreclosure or of such receipt of conveyance in lieu of foreclosure, to acquire the mortgaged property, and to hold and own such property and to dispose thereof. Such nonadmitted organizations however, shall not be allowed to hold, own, and operate said property for a period exceeding five years. In the event said nonadmitted organizations do hold, own, and operate said property for a period in excess of five years, it shall be forthwith required to appoint an agent as required by RCW 23B.15.070 and Article 4 of chapter 23.95 RCW for foreign corporations doing business in this state.
[ 2015 c 176 § 2144; 1989 c 165 § 192.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.18 - Nonadmitted Organizations. › 23B.18.030 - Transacting business.

RCW 23B.18.030
Transacting business.
The activities authorized by RCW 23B.18.010 and 23B.18.020 by such nonadmitted organizations shall not constitute "transacting business" within the meaning of chapter 23B.15 RCW or Article 5 of chapter 23.95 RCW.
[ 2015 c 176 § 2145; 1989 c 165 § 193.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.18 - Nonadmitted Organizations. › 23B.18.040 - Service of process.

RCW 23B.18.040
Service of process.
In any action in law or equity commenced by the obligor or obligors, it, his, her, or their assignee or assignees against the said nonadmitted organizations on the said notes secured by said real estate mortgages purchased by said nonadmitted organizations, service of all legal process may be made in accordance with RCW 23.95.450.
[ 2015 c 176 § 2146; 1989 c 165 § 194.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.18 - Nonadmitted Organizations. › 23B.18.060 - Venue.

RCW 23B.18.060
Venue.
Suit upon causes of action arising against the said nonadmitted organizations shall be brought in the county where the property is situated which is the subject of the mortgage purchased by the said nonadmitted organizations. If the property covered by the said mortgage is situated in more than one county, venue may be had in any of said counties where the property lies.
[ 1989 c 165 § 196.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.19 - Significant Business Transactions. › 23B.19.030 - Transaction excluded from chapter—Inadvertent acquisition.

RCW 23B.19.030
Transaction excluded from chapter—Inadvertent acquisition.
This chapter does not apply to a significant business transaction of a target corporation with an acquiring person of the target corporation which became an acquiring person inadvertently, if the acquiring person (1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the target corporation so that it no longer is the beneficial owner, directly or indirectly, of voting shares entitled to cast votes comprising ten percent or more of the voting power of the target corporation, and (2) would not at any time within the five-year period preceding the announcement date of the significant business transaction have been an acquiring person but for the inadvertent acquisition.
[ 2016 c 216 § 2; 1996 c 155 § 2; 1989 c 165 § 199.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.19 - Significant Business Transactions. › 23B.19.050 - Provisions of chapter additional to other requirements.

RCW 23B.19.050
Provisions of chapter additional to other requirements.
The requirements imposed by this chapter are to be in addition to, and not in lieu of, requirements imposed on a transaction by any provision in the articles of incorporation or the bylaws of the target corporation, or otherwise.
[ 1989 c 165 § 201.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.19 - Significant Business Transactions. › 23B.19.900 - Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.

RCW 23B.19.900
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 § 64.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.005 - Becoming or ceasing to be a social purpose corporation.

RCW 23B.25.005
Becoming or ceasing to be a social purpose corporation.
(1) Any corporation may elect to be governed as a social purpose corporation by one of the following means:
(a) One or more persons may act as incorporator or incorporators of a social purpose corporation by delivering articles of incorporation that conform to the requirements of this chapter to the secretary of state for filing; or
(b) Any corporation which is not a social purpose corporation may elect to become a social purpose corporation by complying with RCW 23B.25.130.
(2) Any social purpose corporation may elect to cease to be governed as a social purpose corporation by complying with RCW 23B.25.140.
[ 2012 c 215 § 1.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.010 - Powers, rights, and obligations—Definition—Application of RCW 23B.03.010.

RCW 23B.25.010
Powers, rights, and obligations—Definition—Application of RCW 23B.03.010.
(1) Except as otherwise expressly stated in this chapter, the provisions of this title and all powers, rights, and obligations thereunder shall apply to social purpose corporations organized under this chapter, and references in this title to the term "corporation" shall be read to include social purpose corporations organized under this chapter.
(2) Subject to any limitations contained in the articles of incorporation, a social purpose corporation may engage in any lawful business under RCW 23B.03.010.
[ 2012 c 215 § 2.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.020 - General social purposes.

RCW 23B.25.020
General social purposes.
Every corporation governed by this chapter must be organized to carry out its business purpose under RCW 23B.03.010 in a manner intended to promote positive short-term or long-term effects of, or minimize adverse short-term or long-term effects of, the corporation's activities upon any or all of (1) the corporation's employees, suppliers, or customers; (2) the local, state, national, or world community; or (3) the environment.
[ 2012 c 215 § 3.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.030 - Specific social purposes.

RCW 23B.25.030
Specific social purposes.
In addition to the general social purpose set forth in RCW 23B.25.020, every corporation governed by this chapter may have one or more specific social purposes for which the corporation is organized.
[ 2012 c 215 § 4.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.050 - Duties of director—Standards—Liabilities.

RCW 23B.25.050
Duties of director—Standards—Liabilities.
(1) A director of a social purpose corporation shall discharge the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation in accordance with RCW 23B.08.300.
(2) Unless the articles of incorporation provide otherwise, in discharging his or her duties as a director, the director of a social purpose corporation may consider and give weight to one or more of the social purposes of the corporation as the director deems relevant.
(3) Any action taken as a director of a social purpose corporation, or any failure to take any action, that the director reasonably believes is intended to promote one or more of the social purposes of the corporation shall be deemed to be in the best interests of the corporation.
(4) A director of a social purpose corporation is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section.
(5) Nothing in this chapter creates any liability or grants any right in or for any person or any cause of action by or for any person, and a director shall not be responsible to any party other than the corporation and its shareholders.
(6) Nothing in this chapter alters the general standards for any director of a corporation that is not a social purpose corporation.
[ 2012 c 215 § 6.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.060 - Duties of officer—Standards—Liabilities.

RCW 23B.25.060
Duties of officer—Standards—Liabilities.
(1) An officer of a social purpose corporation with discretionary authority shall discharge the officer's duties under that authority in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the best interests of the corporation in accordance with RCW 23B.08.420.
(2) Unless the articles of incorporation provide otherwise, in discharging his or her duties as an officer, the officer of a social purpose corporation may consider and give weight to one or more of the social purposes of the corporation as the officer deems relevant.
(3) Any action taken as an officer of a social purpose corporation, or any failure to take any action, that the officer reasonably believes is intended to promote one or more of the social purposes of the corporation shall be deemed to be in the best interests of the corporation.
(4) An officer of a social purpose corporation is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section.
(5) Nothing in this chapter creates any liability or grants any right in or for any person or any cause of action by or for any person, and an officer shall not be responsible to any party other than the corporation and its shareholders.
(6) Nothing in this chapter alters the general standards for any officer of a corporation that is not a social purpose corporation.
[ 2012 c 215 § 7.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.070 - Shares—Represented by certificate—Not represented by certificate.

RCW 23B.25.070
Shares—Represented by certificate—Not represented by certificate.
(1) Shares issued by a social purpose corporation may but need not be represented by certificates.
(2) If shares are represented by certificates, in addition to the information required on certificates by RCW 23B.06.250 (2) and (3), each share certificate must state on its face the following language in a conspicuous manner:
"This entity is a social purpose corporation organized under Title 23B RCW of the Washington business corporation act. The articles of incorporation of this corporation state one or more social purposes of this corporation. The corporation will furnish the shareholder this information without charge on request in writing."
(3) If shares are not represented by certificates, within a reasonable time after the issue or transfer of such shares, the corporation shall deliver to the shareholder a written statement of the information required on certificates pursuant to RCW 23B.06.260(2) and the language required on certificates by subsection (2) of this section.
[ 2020 c 57 § 78; 2012 c 215 § 8.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.080 - Instituting or maintaining proceedings—Shareholders only.

RCW 23B.25.080
Instituting or maintaining proceedings—Shareholders only.
(1) No proceeding may be instituted or maintained in the right of any social purpose corporation under this title by any party other than a shareholder of the social purpose corporation.
(2) A person may not commence a proceeding in the right of a social purpose corporation unless the person was a shareholder of the corporation when the transaction complained of occurred or unless the person became a shareholder through transfer by operation of law from one who was a shareholder at that time.
(3) Any proceeding instituted or maintained in the right of a social purpose corporation must comply with the procedure set forth in RCW 23B.07.400.
[ 2012 c 215 § 9.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.090 - Amendment to articles of incorporation—Change to social purposes—Voting requirements.

RCW 23B.25.090
Amendment to articles of incorporation—Change to social purposes—Voting requirements.
If a proposed amendment to a social purpose corporation's articles of incorporation would materially change one or more of the social purposes of the corporation, in addition to approval in accordance with RCW 23B.10.030, the amendment to be adopted must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the proposed amendment, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under 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 section.
[ 2012 c 215 § 10.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.100 - Plan of merger or share exchange—Status as social purpose corporation—Voting requirements.

RCW 23B.25.100
Plan of merger or share exchange—Status as social purpose corporation—Voting requirements.
(1) In addition to approval in accordance with RCW 23B.11.030, a plan of merger or share exchange pursuant to which a social purpose corporation would not be the surviving corporation must be approved by two-thirds of the voting group comprising all the votes of the corporation entitled to be cast on the plan, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed plan. The articles of incorporation may require a greater vote than that provided for in this subsection.
(2) The additional approval described in subsection (1) of this section is not required if the surviving corporation of the plan of merger or share exchange is a social purpose corporation governed by this chapter and includes a specific social purpose or purposes that do not materially differ from the disappearing corporation's specific social purpose or purposes, if any.
[ 2012 c 215 § 11.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.110 - Selling, leasing, exchanging, or disposing of property—Voting requirements.

RCW 23B.25.110
Selling, leasing, exchanging, or disposing of property—Voting requirements.
(1) In addition to approval in accordance with RCW 23B.12.020, a proposed transaction in which the social purpose corporation is to sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and regular course of business, must be approved by two-thirds of the voting group comprising all the votes entitled to be cast on the transaction, and by two-thirds of the holders of the outstanding shares of each class or series, voting as separate voting groups, and of each other voting group entitled under the articles of incorporation to vote separately on the proposed transaction. The articles of incorporation may require a greater vote than that provided for in this section.
(2) The additional approval described in subsection (1) of this section is not required if the acquirer of such property is a social purpose corporation governed by this chapter and includes a specific social purpose or purposes that do not materially differ from the disposing corporation's specific social purpose or purposes, if any.
[ 2012 c 215 § 12.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.120 - Shareholder dissent—Payment of fair value, when.

RCW 23B.25.120
Shareholder dissent—Payment of fair value, when.
In addition to the corporate actions set forth in RCW 23B.13.020(1), a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions:
(1) An election by a corporation to become a social purpose corporation, which has become effective, to which the corporation is a party if shareholder approval was required for the election by RCW 23B.25.130 or the articles of incorporation;
(2) An election to cease to be a social purpose corporation, which has become effective, to which the corporation is a party if shareholder approval was required for the election by RCW 23B.25.140 or the articles of incorporation, and the shareholder was entitled to vote on the election; and
(3) An amendment of the social purpose corporation's articles of incorporation that would materially change one or more of the social purposes of the corporation.
[ 2012 c 215 § 13.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.25 - Social Purpose Corporations. › 23B.25.150 - Social purpose report required—Timing—Information—Failure to comply.

RCW 23B.25.150
Social purpose report required—Timing—Information—Failure to comply.
(1) The board of directors of a social purpose corporation shall cause a social purpose report to be furnished to the shareholders by making such report publicly accessible, free of charge, at the corporation's principal internet website address, not later than four months after the close of the corporation's fiscal year, and such report shall remain available on that website through the end of the corporation's fiscal year.
(2) The social purpose report shall include a narrative discussion concerning the social purpose or purposes of the corporation, including the corporation's efforts intended to promote its social purpose or purposes. The narrative discussion may include the following information:
(a) Identification and discussion of the short-term and long-term objectives of the corporation relating to its social purpose or purposes;
(b) Identification and discussion of the material actions taken by the corporation during the fiscal year to achieve its social purpose or purposes;
(c) Identification of material actions that the corporation expects to take in the future with respect to achievement of its social purpose or purposes; and
(d) A description of the financial, operating, or other measures used by the corporation during the fiscal year for evaluating its performance in achieving its social purpose or purposes.
(3) The requirements of subsection (1) of this section shall be satisfied if a social purpose corporation with an outstanding class of securities registered under section 12 of the securities exchange act of 1934 both complies with section 240.14a-16 of Title 17 of the Code of Federal Regulations, as amended from time to time, with respect to the obligation of a corporation to furnish an annual report to shareholders pursuant to section 240.14a-3(b) of Title 17 of the Code of Federal Regulations, and includes the information required by subsection (2) of this section in the annual report.
(4) The failure to furnish to shareholders a social purpose report required by subsection (1) of this section does not affect the validity of any corporate action.
(5) The superior court of the county in which the social purpose corporation's registered office is located may, after notice to the corporation, summarily order a social purpose report to be furnished to shareholders on application of any shareholder of a social purpose corporation if a social purpose report was not furnished to shareholders for at least two consecutive fiscal years.
[ 2012 c 215 § 16.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.30 - Defective Corporate Actions. › 23B.30.010 - Definitions.

RCW 23B.30.010
Definitions.
As used in this chapter:
(1) "Date of the defective corporate action" means the date the defective corporate action was purported to have been taken, or, if the exact date is unknown, the approximate date thereof.
(2) "Defective corporate action" means (a) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (b) an overissue.
(3) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this title, the articles of incorporation or bylaws of the corporation, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action void or voidable.
(4) "Overissue" means the purported issuance of:
(a) Shares of a class or series in excess of the number of shares of a class or series the corporation was authorized to issue in accordance with RCW 23B.06.010 at the time of such purported issuance; or
(b) Shares of any class or series that was not authorized for issuance by the articles of incorporation at the time of such purported issuance.
(5) "Putative shares" means the shares of any class or series of the corporation (including shares issuable upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect thereto) that were purportedly created or issued as a result of a defective corporate action, that:
(a) But for any failure of authorization would constitute valid shares; or
(b) Cannot be determined by the board of directors to be valid shares.
(6) "Valid shares" means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this title, including as a result of ratification or validation in accordance with this chapter.
(7)(a) "Validation effective time," with respect to any defective corporate action ratified or validated in accordance with this chapter, means the later of:
(i) The time at which the ratification of the defective corporate action is approved by shareholders, or if approval of shareholders is not required, the time at which the notice required by RCW 23B.30.050 becomes effective in accordance with RCW 23B.01.410; and
(ii) The time at which any articles of validation filed in accordance with RCW 23B.30.070 become effective.
(b) The validation effective time will not be affected by the commencement or pendency of any proceeding in accordance with RCW 23B.30.080(1)(b) or otherwise, unless otherwise ordered by the court.
[ 2017 c 28 § 1.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.30 - Defective Corporate Actions. › 23B.30.020 - Chapter not exclusive.

RCW 23B.30.020
Chapter not exclusive.
(1) A defective corporate action is not void or voidable solely as a result of a failure of authorization if ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080.
(2) Ratification under RCW 23B.30.030 or validation under RCW 23B.30.080 is not the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification or validation in accordance with this chapter does not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor does it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.
[ 2017 c 28 § 2.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.30 - Defective Corporate Actions. › 23B.30.030 - Ratification.

RCW 23B.30.030
Ratification.
(1) Except as otherwise required by subsection (2) of this section, to ratify a defective corporate action under this chapter, the board of directors must adopt a resolution stating:
(a) The defective corporate action to be ratified and, if the defective corporate action involved the purported issuance of putative shares, the number and class or series of putative shares purportedly issued;
(b) The date of the defective corporate action and, if the defective corporate action involved the purported issuance of putative shares, the date or dates on which the putative shares were purportedly issued;
(c) The nature of the failure of authorization with respect to the defective corporate action to be ratified; and
(d) That the ratification of the defective corporate action is approved.
(2) To ratify a defective corporate action under this chapter involving the election of the initial board of directors of the corporation under RCW 23B.02.050(1)(b), a majority of the persons who, at the time of the ratification, are exercising the powers of directors must adopt a resolution stating:
(a) The name of the person or persons who first purportedly approved corporate action as initial directors of the corporation;
(b) The earlier of the date on which that person or those persons first purportedly approved corporate action or purportedly were elected as initial directors; and
(c) That the ratification of the election of that person or those persons as the initial directors of the corporation is approved.
(3) If any provision of this title, the articles of incorporation or bylaws, any corporate resolution, or any plan or agreement to which the corporation is a party at the time the resolution required by subsection (1) of this section is adopted, would have required shareholder approval of the defective corporate action to be ratified, either on the date of the defective corporate action or at the time the resolution required by subsection (1) of this section is adopted, for the ratification of the defective corporate action to be approved:
(a) The board of directors must submit the ratification of the defective corporate action for approval by the shareholders in accordance with RCW 23B.30.040;
(b) The board of directors must recommend the ratification of the defective corporate action to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and
(c) The shareholders entitled to vote must approve the ratification of the defective corporate action as provided in RCW 23B.30.040.
[ 2017 c 28 § 3.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.30 - Defective Corporate Actions. › 23B.30.040 - Ratification—Quorum—Voting.

RCW 23B.30.040
Ratification—Quorum—Voting.
(1) The quorum and voting requirements applicable to the adoption by the board of directors of the resolution required by RCW 23B.30.030(1) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the resolution required by RCW 23B.30.030(1) is adopted.
(2) Except as provided in subsection (3) of this section, the quorum and voting requirements applicable to the approval by shareholders of the ratification of the defective corporate action required by RCW 23B.30.030(3) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the ratification of the defective corporate action is approved.
(3) The approval by shareholders of the ratification of a defective corporate action under this chapter involving the election of directors requires that the votes cast within a voting group favoring such ratification exceed the votes cast within the voting group opposing such ratification at a meeting at which a quorum is present.
(4) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders in accordance with RCW 23B.30.030(3) (and without giving effect to any ratification of a defective corporate action involving the purported issuance of putative shares that would become valid shares as a result of the approval of such matter) are neither entitled to vote nor to be counted for quorum purposes in any vote to approve the ratification of any defective corporate action.
(5) If the ratification of a defective corporate action involving the purported issuance of putative shares would result in an overissue, in addition to the approval required by RCW 23B.30.030, the board of directors and shareholders must approve an amendment to the articles of incorporation in accordance with chapter 23B.10 RCW to increase the number of shares of a class or series that the corporation is authorized to issue or to create a class or series of shares that the corporation is authorized to issue so there would be no overissue.
[ 2017 c 28 § 4.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.30 - Defective Corporate Actions. › 23B.30.060 - Ratification and validation—Effect.

RCW 23B.30.060
Ratification and validation—Effect.
From and after the validation effective time:
(1) Each defective corporate action ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080:
(a) Is not void or voidable as a result of the failure of authorization identified (i) in the resolution adopted by the board of directors in accordance with RCW 23B.30.030 (1) or (2), or (ii) by the court in accordance with RCW 23B.30.080(2); and
(b) Is deemed to be a valid corporate action taken on the date of the defective corporate action;
(2) The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the resolution adopted by the board of directors in accordance with RCW 23B.30.030(1) or by the court in accordance with RCW 23B.30.080(2) is not void or voidable as a result of the failure of authorization identified in that resolution or by that court, and each such putative share or fraction of a putative share is deemed to be an identical valid share or fraction of a valid share issued at the time it was purportedly issued; and
(3) Any corporate action taken subsequent to the date of the defective corporate action ratified or validated in accordance with this chapter in reliance on that defective corporate action having been validly taken, and any subsequent defective corporate action resulting directly or indirectly from that original defective corporate action, is deemed to be valid as of the time that corporate action was taken.
[ 2017 c 28 § 6.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.900 - Construction. › 23B.900.010 - Savings provisions—1989 c 165.

RCW 23B.900.010
Savings provisions—1989 c 165.
(1) Except as provided in subsection (2) of this section, the repeal of a statute by this title does not affect:
(a) The operation of the statute or any action taken under it before its repeal;
(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;
(c) Any violation of the statute, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.
(2) If a penalty or punishment imposed for violation of a statute repealed by this title is reduced by this title, the penalty or punishment if not already imposed shall be imposed in accordance with this title.
[ 1989 c 165 § 202.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.900 - Construction. › 23B.900.040 - Effective date—1989 c 165.

RCW 23B.900.040
Effective date—1989 c 165.
This title shall take effect July 1, 1990.
[ 1989 c 165 § 205.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.900 - Construction. › 23B.900.050 - Section headings—1989 c 165.

RCW 23B.900.050
Section headings—1989 c 165.
Section headings as used in this title do not constitute any part of the law.
[ 1989 c 165 § 206.]