reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.130 - Number and election of directors.

RCW 24.06.130
Number and election of directors.
The number of directors of a corporation shall be not less than three and shall be fixed by the bylaws: PROVIDED, That the number of the first board of directors shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.
A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.
[ 2011 c 336 § 665; 1969 ex.s. c 120 § 26.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.135 - Vacancies.

RCW 24.06.135
Vacancies.
Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed, as the case may be, to fill a vacancy, shall be elected or appointed for the unexpired term of his or her predecessor in office.
[ 2011 c 336 § 666; 1969 ex.s. c 120 § 27.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.140 - Quorum of directors.

RCW 24.06.140
Quorum of directors.
A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws: PROVIDED, That a quorum shall never consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.
[ 1969 ex.s. c 120 § 28.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.145 - Committees.

RCW 24.06.145
Committees.
If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of two or more directors, which committees, to the extent provided in such resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation: PROVIDED, That no such committee shall have the authority of the board of directors in reference to:
(1) Amending, altering, or repealing the bylaws;
(2) Electing, appointing, or removing any member of any such committee or any director or officer of the corporation;
(3) Amending the articles of incorporation;
(4) Adopting a plan of merger or a plan of consolidation with another corporation;
(5) Authorizing the sale, lease, exchange, or mortgage, of all or substantially all of the property and assets of the corporation;
(6) Authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; or
(7) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.
The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
[ 2011 c 336 § 667; 1969 ex.s. c 120 § 29.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.150 - Directors' meetings.

RCW 24.06.150
Directors' meetings.
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
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.
[ 2001 c 271 § 8; 1969 ex.s. c 120 § 30.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.153 - Duties of director or officer—Standards—Liability.

RCW 24.06.153
Duties of director or officer—Standards—Liability.
(1) A director shall discharge the duties of a director, including duties as a member of a committee, and an officer with discretionary authority shall discharge the officer's duties under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director or officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the duties of a director or an officer, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; or
(b) Legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.
In addition, a director is entitled to rely on a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
(3) A director or an officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) A director or officer is not liable for any action taken as a director or as an officer, or any failure to take any action, if the director or officer performed the duties of the director's or officer's office in compliance with this section.
[ 2001 c 271 § 9.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.155 - Officers.

RCW 24.06.155
Officers.
The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.
The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.
The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
[ 1969 ex.s. c 120 § 31.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.160 - Books and records.

RCW 24.06.160
Books and records.
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members and shareholders entitled to vote. All books and records of a corporation may be inspected by any member or shareholder, or his or her agent or attorney, for any proper purpose at any reasonable time.
[ 2011 c 336 § 668; 1969 ex.s. c 120 § 32.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.165 - Loans to directors or officers.

RCW 24.06.165
Loans to directors or officers.
No loans exceeding or more favorable than those which are customarily made to members or shareholders shall be made by a corporation to its directors or officers. The directors of a corporation who vote for or assent to the making of a loan in violation of this section to a director or officer of the corporation, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
[ 1969 ex.s. c 120 § 33.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.175 - Effect of filing of articles of incorporation.

RCW 24.06.175
Effect of filing of articles of incorporation.
Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.
[ 1982 c 35 § 129; 1969 ex.s. c 120 § 35.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.180 - Organization meeting.

RCW 24.06.180
Organization meeting.
After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.
A first meeting of the members and shareholders may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting.
[ 1969 ex.s. c 120 § 36.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.185 - Right to amend articles of incorporation.

RCW 24.06.185
Right to amend articles of incorporation.
A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter. A member or shareholder of a corporation does not have a vested property right resulting from any provision in the articles of incorporation.
[ 2001 c 271 § 10; 1969 ex.s. c 120 § 37.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.190 - Procedure to amend articles of incorporation.

RCW 24.06.190
Procedure to amend articles of incorporation.
Amendments to the articles of incorporation shall be made in the following manner:
A corporation's board of directors may amend the articles of incorporation to change the name of the corporation, without seeking member or shareholder approval. With respect to amendments other than to change the name of the corporation, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members and shareholders, which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member and shareholder entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members or shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon by class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting.
Any number of amendments may be submitted and voted upon at any one meeting.
[ 2001 c 271 § 11; 2000 c 167 § 6; 1969 ex.s. c 120 § 38.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.195 - Articles of amendment.

RCW 24.06.195
Articles of amendment.
The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth:
(1) The name of the corporation.
(2) Any amendment so adopted.
(3) If an amendment was adopted by the board of directors without being submitted for member or shareholder action, a statement to that effect and that member or shareholder action was not required; or a statement setting forth the date of the meeting of members and shareholders at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members or shareholders of the corporation, and of each class entitled to vote thereon as a class, present at such meeting in person, by mail, by electronic transmission, or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members and shareholders entitled to vote with respect thereto.
[ 2001 c 271 § 12; 2000 c 167 § 7; 1982 c 35 § 130; 1981 c 302 § 6; 1969 ex.s. c 120 § 39.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.200 - Filing of articles of amendment—Procedure.

RCW 24.06.200
Filing of articles of amendment—Procedure.
The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 § 4110; 1982 c 35 § 131; 1981 c 302 § 7; 1969 ex.s. c 120 § 40.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.205 - When amendment becomes effective—Existing actions and rights not affected.

RCW 24.06.205
When amendment becomes effective—Existing actions and rights not affected.
Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly.
No amendment shall affect any existing cause of action in favor of or against such corporation, nor any pending action to which such corporation shall be a party, nor the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.
[ 2015 c 176 § 4111; 1982 c 35 § 132; 1969 ex.s. c 120 § 41.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.207 - Restated articles of incorporation.

RCW 24.06.207
Restated articles of incorporation.
A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors.
Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its officers and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
The restated articles of incorporation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
Upon the filing of the restated articles of incorporation by the secretary of state, the restated articles of incorporation shall become effective as provided in RCW 23.95.210 and shall supersede the original articles of incorporation and all amendments thereto.
[ 2015 c 176 § 4112; 1982 c 35 § 133.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.210 - Procedure for merger.

RCW 24.06.210
Procedure for merger.
Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.
Each corporation shall adopt a plan of merger setting forth:
(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.
(2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.
(4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
[ 1969 ex.s. c 120 § 42.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.215 - Procedure for consolidation.

RCW 24.06.215
Procedure for consolidation.
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
Each corporation shall adopt a plan of consolidation setting forth:
(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.
(2) The terms and conditions of the proposed consolidation.
(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.
(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
[ 1969 ex.s. c 120 § 43.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.220 - Approval of merger or consolidation.

RCW 24.06.220
Approval of merger or consolidation.
A plan of merger or consolidation shall be adopted in the following manner:
The board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed plan or a summary thereof shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at each such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon as a class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting.
After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
[ 2000 c 167 § 8; 1969 ex.s. c 120 § 44.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.225 - Articles of merger or consolidation.

RCW 24.06.225
Articles of merger or consolidation.
(1) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation, by an officer of each corporation, and shall set forth:
(a) The plan of merger or the plan of consolidation;
(b) A statement setting forth the date of the meeting of members or shareholders at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members.
(2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 § 4113; 2000 c 167 § 9; 1982 c 35 § 134; 1981 c 302 § 8; 1969 ex.s. c 120 § 45.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.230 - Merger or consolidation—When effected.

RCW 24.06.230
Merger or consolidation—When effected.
Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.
[ 1982 c 35 § 135; 1969 ex.s. c 120 § 46.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.235 - Effect of merger or consolidation.

RCW 24.06.235
Effect of merger or consolidation.
When such merger or consolidation has been effected:
(1) The several corporations party to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
(2) The separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease.
(3) The surviving or new corporation shall have all the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities of a corporation organized under this chapter.
(4) The surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, whether of a public or a private nature, of each of the merging or consolidating corporations; all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and no title to any real estate, or any interest therein, vested in any of such corporations shall not revert nor be in any way impaired by reason of such merger or consolidation.
(5) The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. No rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.
[ 1969 ex.s. c 120 § 47.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.240 - Sale, lease, exchange, etc., of property and assets.

RCW 24.06.240
Sale, lease, exchange, etc., of property and assets.
A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) The board of directors shall adopt a resolution recommending a sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of such meeting is to consider the sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation shall be given to each member and shareholder within the time and in the manner provided by this chapter for the giving of notice of meetings of members and shareholders.
(3) At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor.
(4) Such authorization shall require at least two-thirds of the votes which members and shareholders present at such meetings in person, by mail, by electronic transmission, or represented by proxy are entitled to cast: PROVIDED, That even after such authorization by a vote of members or shareholders, the board of directors may, in its discretion, without further action or approval by members, abandon such sale, lease, exchange, or other disposition of assets, subject only to the rights of third parties under any contracts relating thereto.
[ 2000 c 167 § 10; 1969 ex.s. c 120 § 48.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.245 - Right of member or shareholder to dissent.

RCW 24.06.245
Right of member or shareholder to dissent.
Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions:
(1) Any plan of merger or consolidation to which the corporation is a party other than a merger or consolidation in which all members or shareholders of the corporation have the right to continue their membership or shareholder status in the surviving corporation on substantially similar terms; or
(2) Any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale; or
(3) Any amendment to the articles of incorporation that materially reduces the number of shares owned by a shareholder to a fraction of a share if the fractional share is to be acquired by the corporation for cash; or
(4) Any corporate action taken pursuant to a member or shareholder vote to the extent that the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting members or shareholders are entitled to dissent and obtain payment for their membership or shares.
A member or shareholder entitled to dissent and obtain payment for the member's or shareholder's membership interest or shares under this chapter may not challenge the corporate action creating the member's or shareholder's entitlement unless the action fails to comply with the procedural requirements imposed by this title, the articles of incorporation, or the bylaws, or is fraudulent with respect to the member or shareholder or the corporation.
The provisions of this section shall not apply to the members or shareholders of the surviving corporation in a merger if such corporation is on the date of the filing of the articles of merger the owner of all the outstanding shares of the other corporations, domestic or foreign, which are parties to the merger.
The meeting notice for any meeting at which a proposed corporate action creating dissenters' rights is submitted to a vote must state that members or shareholders are or may be entitled to assert dissenters' rights and be accompanied by a copy of RCW 24.06.250.
[ 2001 c 271 § 13; 1969 ex.s. c 120 § 49.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.255 - Payment of fair value to dissenting member or shareholder.

RCW 24.06.255
Payment of fair value to dissenting member or shareholder.
Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissenting member or shareholder be limited to a return of less than the consideration paid to the corporation for the membership or shares which he or she holds unless the fair value of the membership or shares is less than the consideration paid to the corporation, and (2) the fair value payable to a dissenting member of a consumer cooperative shall be a fixed amount equal to the consideration paid to the corporation for the member's current membership unless the articles of incorporation expressly provide for a greater or lesser amount.
[ 2001 c 271 § 15; 1969 ex.s. c 120 § 51.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.260 - Voluntary dissolution.

RCW 24.06.260
Voluntary dissolution.
A corporation may dissolve and wind up its affairs in the following manner:
(1) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members and shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the corporation shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders.
(3) A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.
Upon the adoption of such resolution by the members and shareholders, the corporation shall cease to conduct its affairs and, except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation and to the department of revenue, and shall proceed to collect its assets and to apply and distribute them as provided in RCW 24.06.265.
[ 2000 c 167 § 12; 1982 c 35 § 137; 1969 ex.s. c 120 § 52.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.265 - Distribution of assets.

RCW 24.06.265
Distribution of assets.
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;
(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(3) Remaining assets, if any shall be distributed to the members, shareholders or others in accordance with the provisions of the articles of incorporation.
[ 1969 ex.s. c 120 § 53.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.270 - Revocation of voluntary dissolution proceedings.

RCW 24.06.270
Revocation of voluntary dissolution proceedings.
A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner:
(1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members or shareholders.
(3) A resolution to revoke voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.
[ 2000 c 167 § 13; 1969 ex.s. c 120 § 54.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.275 - Articles of dissolution.

RCW 24.06.275
Articles of dissolution.
If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation, by an officer of the corporation; and such statement shall set forth:
(1) The name of the corporation.
(2) The date of the meeting of members or shareholders at which the resolution to dissolve was adopted, certifying that:
(a) A quorum was present at such meeting;
(b) Such resolution received at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy were entitled to cast or was adopted by a consent in writing signed by all members and shareholders;
(c) All debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
(d) All the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter;
(e) There are no suits pending against the corporation in any court or, if any suits are pending against it, that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered; and
(f) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.
[ 2000 c 167 § 14; 1993 c 356 § 17; 1982 c 35 § 138; 1969 ex.s. c 120 § 55.]
NOTES:
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.280 - Filing of articles of dissolution.

RCW 24.06.280
Filing of articles of dissolution.
The articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proceedings and appropriate corporate action by members, directors and officers as are authorized in this chapter.
[ 2015 c 176 § 4115; 1982 c 35 § 139; 1981 c 302 § 9; 1969 ex.s. c 120 § 56.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.285 - Involuntary dissolution.

RCW 24.06.285
Involuntary dissolution.
A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that:
(1) The corporation procured its articles of incorporation through fraud; or
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.
[ 1982 c 35 § 140; 1969 ex.s. c 120 § 57.]
NOTES:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.290 - Proceedings for administrative dissolution—Reinstatement—Survival of actions.

RCW 24.06.290
Proceedings for administrative dissolution—Reinstatement—Survival of actions.
Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of a corporation under law.
A corporation shall be administratively dissolved by the secretary of state under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.
A corporation which has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.
When a corporation has been administratively dissolved under RCW 23.95.610, remedies available to or against it shall survive in the manner provided by RCW 24.06.335 and thereafter the directors of the corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and shareholders.
[ 2015 c 176 § 4116; 1994 c 287 § 10; 1993 c 356 § 18; 1982 c 35 § 141; 1973 c 70 § 1; 1969 ex.s. c 120 § 58.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act. › 24.06.295 - Venue and process.

RCW 24.06.295
Venue and process.
Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county. Summons shall issue and be served as in other civil actions. If process is returned not found, the attorney general shall cause publication to be made as in other civil cases in a newspaper published in the county where the registered office of the corporation is situated, notifying the corporation of the pendency of such action, the title of the court, the title of the action, the date on or after which default may be entered, giving the corporation thirty days within which to appear, answer, and defend. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed by certified mail to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned not found. Unless a corporation shall have been personally served with summons, no default shall be taken against it less than thirty days from the first publication of such notice.
[ 1969 ex.s. c 120 § 59.]