BP BHEAD INT S

AN ACT Relating to corporations; and amending RCW 24.03.030, 24.03.070, and 24.03.265.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

Sec. 1. RCW 24.03.030 and 1986 c 240 s 4 are each amended to read as follows:

A corporation subject to this chapter:

(1) Shall not have or issue shares of stock;

(2) Shall not make any disbursement of income to its members, directors, or officers;

(3) Shall not loan money or credit to its officers or directors;

(4) May pay compensation in a reasonable amount to its members, directors, or officers for services rendered;

(5) May confer benefits upon its members in conformity with its purposes; ((~~and~~))

(6) That has the authority through its articles of incorporation and bylaws to make and collect assessments based on the value of all or part of the real property owned by members of the corporation, shall not make the assessments except where the assessments are approved by a majority vote of the members at an annual or special meeting held under RCW 24.03.075 and to which notice of the intent to adopt an assessment has been delivered to all of the members, who are entitled to vote, not less than ten days nor more than fifty days before the date of the meeting either personally or by mail; and

(7) Upon dissolution or final liquidation may make distributions to its members as permitted by this chapter, and no such payment, benefit, or distribution shall be deemed to be a dividend or a distribution of income.

Sec. 2. RCW 24.03.070 and 1991 c 72 s 43 are each amended to read as follows:

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation. The bylaws of any corporation that has the authority through its articles of incorporation to make and collect assessments based on the value of all or part of the real property owned by members of the corporation, shall include provisions, consistent with RCW 24.03.030(6), for voting on the assessments and notice of the annual or special meetings at which the assessments are to be considered and approved. The board may adopt emergency bylaws in the manner provided by RCW 23B.02.070.

Sec. 3. RCW 24.03.265 and 1986 c 240 s 39 are each amended to read as follows:

Superior courts shall have full power to liquidate the assets and affairs of a corporation:

(1) In an action by a member, director, or the attorney general when it is made to appear:

(a) That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; or

(b) That the acts of the directors or those in control of the corporation are illegal, oppressive or fraudulent; or

(d) A corporation has made, collected, or attempted to collect assessments based on the value of all or part of the real property owned by members of the corporation without an express authority to make the assessments in its articles of incorporation or without proper notice or approval as required under RCW 24.03.030 and 24.03.080 or in violation of the provisions of its bylaws; or

(e) That the corporation is unable to carry out its purposes.

(2) In an action by a creditor:

(a) When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the corporation is insolvent; or

(b) When the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation is insolvent.

(3) Upon application by a corporation to have its dissolution continued under the supervision of the court.

(4) When an action has been filed by the attorney general to dissolve a corporation under the provisions of this chapter and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.

Proceedings under subsections (1), (2), or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.

It shall not be necessary to make directors or members parties to any ((~~such~~)) action or proceedings unless relief is sought against them personally.