reglab/statecodes huggingface dataset:
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.06 - Shares and Distributions. › 23B.06.410 - Stock split.

RCW 23B.06.410
Stock split.
(1) A corporation may effect a stock split by means of an amendment to the articles of incorporation stating the effect of the stock split on the outstanding shares of the affected class.
(2) An amendment to the articles of incorporation to effect a stock split may, but is not required to, include a change in the authorized shares of the affected class.
(3) Except for a forward stock split that complies with RCW 23B.10.020(4)(a) or a reverse stock split that complies with RCW 23B.10.020(4)(b), an amendment to the articles of incorporation to effect a stock split must be approved in accordance with RCW 23B.10.030 and, if applicable, RCW 23B.10.040.
(4) The board of directors may fix the record date for determining shareholders affected by a stock split, which date may not precede the date on which the amendment to the articles of incorporation effecting the stock split becomes effective in accordance with RCW 23.95.210. If the board of directors does not fix the record date for determining shareholders affected by a stock split, the record date is the date on which the amendment to the articles of incorporation effecting the stock split becomes effective in accordance with RCW 23.95.210.
[ 2023 c 432 § 3.]
2023 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.
2023 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. No written demand for a special meeting will be effective unless, within 60 days after the earliest date on which a demand delivered to the corporation as required by this section was executed, written demands executed by shareholders holding at least the percentage of votes specified in subsection (1)(b) of this section or, if applicable, fixed in accordance with subsection (2) or (3) of this section, have been 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.
[ 2022 c 42 § 104; 2020 c 57 § 48; 2018 c 55 § 2; 2002 c 297 § 21; 1989 c 165 § 61.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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 the record date, which date may not precede the date on which the resolution fixing the record date is approved.
(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) 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).
(4) 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.
(5) 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.
[ 2022 c 42 § 105; 2009 c 189 § 16; 1989 c 165 § 66.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.230 - Shares held by nominees.

RCW 23B.07.230
Shares held by nominees.
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(2) The procedure may set forth:
(a) The types of nominees to which it applies;
(b) The rights or privileges that the corporation recognizes in a beneficial owner;
(c) The manner in which the procedure is selected by the nominee;
(d) The information that must be provided when the procedure is selected;
(e) The period for which selection of the procedure is effective; and
(f) Other aspects of the rights and duties created.
[ 1989 c 165 § 71.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.240 - Corporation's acceptance or rejection of votes, ballots, consents, waivers, or proxy appointments.

RCW 23B.07.240
Corporation's acceptance or rejection of votes, ballots, consents, waivers, or proxy appointments.
(1) If the name executed on a vote, ballot, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder.
(2) If the name executed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if:
(a) The shareholder is an entity and the name executed purports to be that of an officer, partner, or agent of the entity;
(b) The name executed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment;
(c) The name executed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment;
(d) The name executed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to execute for the shareholder has been presented with respect to the vote, ballot, consent, waiver, or proxy appointment; or
(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name executed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(3) The corporation is entitled to reject a vote, ballot, consent, waiver, or proxy appointment if the person authorized to count votes, acting in good faith, has reasonable basis for doubt about the validity of its execution.
(4) Neither the corporation nor the person authorized to count votes, including an inspector of election under RCW 23B.07.035, that accepts or rejects a vote, ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 23B.07.220(2) is liable in damages to the shareholder for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, or proxy appointment under this section, or RCW 23B.07.220(2) is valid unless a court of competent jurisdiction determines otherwise.
[ 2020 c 57 § 54; 2002 c 297 § 26; 2000 c 168 § 3; 1989 c 165 § 72.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.250 - Quorum and voting requirements.

RCW 23B.07.250
Quorum and voting requirements.
(1) Shares entitled to vote as a separate voting group may approve a corporate action at a meeting only if a quorum of those shares exists with respect to that corporate action. Unless the articles of incorporation or this title provide otherwise, a majority of the votes entitled to be cast on the corporate action by the voting group constitutes a quorum of that voting group for approval of that corporate action.
(2) Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
(3) If a quorum exists, a corporate action, other than the election of directors, is approved by a voting group if the votes cast within the voting group favoring the corporate action exceed the votes cast within the voting group opposing the corporate action, unless the articles of incorporation or this title require a greater number of affirmative votes.
(4) An amendment of articles of incorporation adding, changing, or deleting either (i) [(a)] a quorum for a voting group greater or lesser than specified in subsection (1) of this section, or (ii) [(b)] a voting requirement for a voting group greater than specified in subsection (3) of this section, is governed by RCW 23B.07.270.
(5) The election of directors is governed by RCW 23B.07.280.
[ 2009 c 189 § 18; 1989 c 165 § 73.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.260 - Corporate action by single and multiple voting groups.

RCW 23B.07.260
Corporate action by single and multiple voting groups.
(1) If the articles of incorporation or this title provide for voting on a corporate action by all shares entitled to vote thereon, voting together as a single voting group and do not provide for separate voting by any other voting group or groups with respect to that corporate action, that corporate action is approved when voted upon by that single voting group as provided in RCW 23B.07.250.
(2) If the articles of incorporation or this title provide for voting by two or more voting groups on a corporate action, that corporate action is approved only when voted upon by each of those voting groups as provided in RCW 23B.07.250.
[ 2009 c 189 § 19; 2003 c 35 § 2; 1989 c 165 § 74.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.270 - Greater or lesser quorum or voting requirements.

RCW 23B.07.270
Greater or lesser quorum or voting requirements.
(1) The articles of incorporation may provide for a greater or lesser quorum, but not less than one-third of the votes entitled to be cast, for shareholders, or voting groups of shareholders, than is provided for by this title.
(2) The articles of incorporation may provide for a greater voting requirement for shareholders, or voting groups of shareholders, than is provided for by this title.
(3) Under RCW 23B.10.030, 23B.11.030, 23B.12.020, and 23B.14.020, the articles of incorporation may provide for a lesser vote than is otherwise prescribed in those sections or for a lesser vote by separate voting groups, so long as the vote provided for each voting group entitled to vote separately on the plan or transaction is not less than a majority of all the votes entitled to be cast on the plan or transaction by that voting group.
(4) Except as provided in subsection (5) of this section, an amendment to the articles of incorporation that adds, changes, or deletes a greater or lesser quorum or voting requirement for a particular corporate action must meet the same quorum requirement and be adopted by the same vote and voting groups as are required under the quorum and voting requirements then in effect for approval of the corporate action.
(5) An amendment to the articles of incorporation that adds, changes, or deletes a greater or lesser quorum or voting requirement for a merger, share exchange, sale of substantially all assets, or dissolution must be adopted by the same vote and voting groups as are required under the quorum and voting requirements then in effect for approval of the particular corporate action, or the quorum and voting requirements then in effect for amendments to articles of incorporation, whichever is greater.
[ 2009 c 189 § 20; 1990 c 178 § 11; 1989 c 165 § 75.]
NOTES:
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.280 - Voting for directors—Cumulative voting.

RCW 23B.07.280
Voting for directors—Cumulative voting.
(1) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide otherwise or as set forth in subsection (2) of this section. A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates.
(2) With respect to a corporation formed before January 1, 2020, unless otherwise provided in the articles of incorporation, shareholders entitled to vote at any election of directors are entitled to cumulate votes by multiplying the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and to cast the product for a single candidate or distribute the product among two or more candidates.
(3) Shares otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(a) The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(b) A shareholder who has the right to cumulate the shareholder's votes gives notice to the corporation not less than seventy-two hours before the time set for the meeting of the shareholder's intent to cumulate votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(4) Unless otherwise provided in the articles of incorporation or in a bylaw adopted under RCW 23B.10.205, in any election of directors the candidates elected are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, up to the number of directors to be elected by such shares.
[ 2019 c 141 § 3; 2009 c 189 § 21; 1989 c 165 § 76.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.300 - Voting trusts.

RCW 23B.07.300
Voting trusts.
(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by executing an agreement setting out the provisions of the trust, which may include anything consistent with its purpose, and transferring their shares to the trustee. When a voting trust agreement is executed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each voting trust beneficial owner transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(2) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name.
(3) Limits, if any, on the duration of a voting trust are to be as set forth in the voting trust agreement. A voting trust that became effective when this section limited the term of a voting trust to ten years will remain governed by the provisions of this section then in effect relating to the duration of voting trusts, unless the voting trust agreement is amended to provide otherwise by unanimous agreement of the parties to that agreement.
[ 2020 c 57 § 55; 2017 c 28 § 15; 1989 c 165 § 77.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.310 - Voting agreements.

RCW 23B.07.310
Voting agreements.
(1) Two or more shareholders may provide for the manner in which they will vote their shares by executing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of RCW 23B.07.300.
(2) A voting agreement created under this section is specifically enforceable.
[ 2020 c 57 § 56; 1989 c 165 § 78.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.07 - Shareholders. › 23B.07.400 - Derivative proceedings procedure.

RCW 23B.07.400
Derivative proceedings procedure.
(1) A person may not commence a proceeding in the right of a domestic or foreign 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.
(2) A complaint in a proceeding brought in the right of a corporation must be verified and allege with particularity the demand made, if any, to obtain action by the board of directors and either that the demand was refused or ignored or why a demand was not made. Whether or not a demand for action was made, if the corporation commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(3) A proceeding commenced under this section may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected.
(4) On termination of the proceeding the court may require the plaintiff to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced without reasonable cause.
(5) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on behalf of the beneficial owner.
[ 1989 c 165 § 79.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.010 - Requirement for and duties of board of directors.

RCW 23B.08.010
Requirement for and duties of board of directors.
(1) Each corporation must have a board of directors, except that a corporation may dispense with or limit the authority of its board of directors by describing in its articles of incorporation, or in a shareholders' agreement authorized by RCW 23B.07.320, who will perform some or all of the duties of the board of directors.
(2) Subject to any limitation set forth in this title, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320:
(a) All corporate powers shall be exercised by or under the authority of the corporation's board of directors; and
(b) The business and affairs of the corporation shall be managed under the direction of its board of directors, which shall have exclusive authority as to substantive decisions concerning management of the corporation's business.
[ 2011 c 328 § 2; 1989 c 165 § 80.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.020 - Qualifications of directors.

RCW 23B.08.020
Qualifications of directors.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
[ 1989 c 165 § 81.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.030 - Number and election of directors.

RCW 23B.08.030
Number and election of directors.
(1) A board of directors must consist of one or more individuals.
(2) Unless the articles of incorporation under RCW 23B.08.010 or an agreement among the shareholders under RCW 23B.07.320 dispense with a board of directors, the articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed.
(3) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless (a) their terms are staggered under RCW 23B.08.060, or (b) their terms are otherwise governed by RCW 23B.05.050. Directors also may be elected by execution of a shareholder consent under RCW 23B.07.040.
[ 2020 c 194 § 7; 2009 c 189 § 23; 2007 c 467 § 1; 2002 c 297 § 27; 1994 c 256 § 29; 1989 c 165 § 82.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.040 - Election of directors by certain classes or series of shares.

RCW 23B.08.040
Election of directors by certain classes or series of shares.
If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of shares. A class, or classes, or series of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
[ 1989 c 165 § 83.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.050 - Terms of directors—Generally.

RCW 23B.08.050
Terms of directors—Generally.
(1) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(2) The terms of all other directors expire at the next annual shareholders' meeting following their election unless (a) their terms are staggered under RCW 23B.08.060 then at the applicable second or third annual shareholders' meeting following their election; or (b) their terms are otherwise governed by RCW 23B.05.050, except to the extent (i) the terms are otherwise provided in a bylaw adopted pursuant to RCW 23B.10.205, or (ii) a shorter term is specified in the articles of incorporation in the event of a director nominee failing to receive a specified vote for election.
(3) A decrease in the number of directors does not shorten an incumbent director's term.
(4) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(5) Except to the extent otherwise provided in the articles of incorporation or pursuant to RCW 23B.10.205, if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualified or there is a decrease in the number of directors.
[ 2007 c 467 § 2; 1994 c 256 § 30; 1989 c 165 § 84.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.060 - Staggered terms for directors.

RCW 23B.08.060
Staggered terms for directors.
(1) The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(2) If cumulative voting is authorized, any provision establishing staggered terms of directors shall provide that at least three directors shall be elected at each annual shareholders' meeting.
[ 1989 c 165 § 85.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.070 - Resignation of directors.

RCW 23B.08.070
Resignation of directors.
(1) A director may resign at any time by delivering a written notice of resignation to the board of directors, its chairperson, the president, or the secretary of the corporation.
(2) A resignation is effective as provided in RCW 23B.01.410(9) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
[ 2020 c 57 § 58; 2007 c 467 § 3; 2002 c 297 § 28; 1989 c 165 § 86.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.080 - Removal of directors by shareholders.

RCW 23B.08.080
Removal of directors by shareholders.
(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(2) If a director is elected by holders of one or more authorized classes or series of shares, only the holders of those classes or series of shares may participate in the vote to remove the director.
(3) If cumulative voting is authorized, and if less than the entire board is to be removed, no director may be removed if the number of votes sufficient to elect the director under cumulative voting is voted against the director's removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.
(4) A director may be removed by the shareholders only at a special meeting called for the purpose of removing the director and the meeting notice must state that the purpose, or one of the purposes, of the meeting is removal of the director.
[ 1995 c 47 § 7; 1989 c 165 § 87.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.090 - Removal of directors by judicial proceeding.

RCW 23B.08.090
Removal of directors by judicial proceeding.
(1) The superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that (a) the director engaged in fraudulent or dishonest conduct with respect to the corporation, and (b) removal is in the best interest of the corporation.
(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.
[ 1989 c 165 § 88.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.100 - Vacancy on board of directors.

RCW 23B.08.100
Vacancy on board of directors.
(1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(a) The shareholders may fill the vacancy;
(b) The board of directors may fill the vacancy; or
(c) If the directors in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors in office.
(2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy, if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.
(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under RCW 23B.08.070(2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
[ 2007 c 467 § 4; 1989 c 165 § 89.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.200 - Regular or special meetings of the board.

RCW 23B.08.200
Regular or special meetings of the board.
(1) The board of directors may hold regular or special meetings in or out of this state.
(2) Unless the articles of incorporation or bylaws provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
[ 1989 c 165 § 91.]