BP BHEAD INT H

AN ACT Relating to business and nonprofit organizations; amending RCW 11.110.020, 23.86.090, 23.86.095, 23.86.310, 23.86.370, 24.03.307, 24.03.405, 24.03.410, 24.03.430, 24.36.090, 28B.10.620, 39.34.055, and 43.07.130; adding new sections to chapter 23.86 RCW; adding a new section to chapter 24.34 RCW; adding a new section to chapter 24.36 RCW; adding a new section to chapter 24.06 RCW; adding a new section to chapter 24.12 RCW; adding a new section to chapter 24.20 RCW; adding a new section to chapter 24.24 RCW; adding a new section to chapter 24.28 RCW; adding a new title to the Revised Code of Washington; creating new sections; recodifying RCW 24.03.060, 24.03.307, 24.03.350, 24.03.400, 24.03.405, 24.03.410, 24.03.415, 24.03.430, 24.03.420, 24.03.425, 24.03.435, and 24.03.480; repealing RCW 24.03.005, 24.03.010, 24.03.015, 24.03.017, 24.03.020, 24.03.025, 24.03.030, 24.03.035, 24.03.040, 24.03.045, 24.03.046, 24.03.047, 24.03.048, 24.03.050, 24.03.055, 24.03.065, 24.03.070, 24.03.075, 24.03.080, 24.03.085, 24.03.090, 24.03.095, 24.03.100, 24.03.103, 24.03.105, 24.03.110, 24.03.113, 24.03.115, 24.03.120, 24.03.125, 24.03.127, 24.03.130, 24.03.135, 24.03.140, 24.03.145, 24.03.150, 24.03.155, 24.03.160, 24.03.165, 24.03.170, 24.03.175, 24.03.180, 24.03.183, 24.03.185, 24.03.190, 24.03.195, 24.03.200, 24.03.205, 24.03.207, 24.03.210, 24.03.215, 24.03.217, 24.03.220, 24.03.225, 24.03.230, 24.03.235, 24.03.240, 24.03.245, 24.03.250, 24.03.255, 24.03.260, 24.03.265, 24.03.270, 24.03.275, 24.03.280, 24.03.285, 24.03.290, 24.03.295, 24.03.300, 24.03.302, 24.03.303, 24.03.305, 24.03.310, 24.03.315, 24.03.320, 24.03.325, 24.03.330, 24.03.335, 24.03.340, 24.03.345, 24.03.360, 24.03.365, 24.03.370, 24.03.375, 24.03.380, 24.03.385, 24.03.386, 24.03.388, 24.03.390, 24.03.395, 24.03.440, 24.03.445, 24.03.450, 24.03.455, 24.03.460, 24.03.465, 24.03.470, 24.03.490, 24.03.500, 24.03.510, 24.03.520, 24.03.530, 24.03.540, 24.03.900, 24.03.905, 24.03.910, 24.03.915, 24.03.920, 24.03.925, 24.06.005, 24.06.010, 24.06.015, 24.06.020, 24.06.025, 24.06.030, 24.06.035, 24.06.040, 24.06.045, 24.06.046, 24.06.047, 24.06.048, 24.06.050, 24.06.055, 24.06.060, 24.06.065, 24.06.070, 24.06.075, 24.06.080, 24.06.085, 24.06.090, 24.06.095, 24.06.100, 24.06.105, 24.06.110, 24.06.115, 24.06.120, 24.06.125, 24.06.130, 24.06.135, 24.06.140, 24.06.145, 24.06.150, 24.06.155, 24.06.160, 24.06.165, 24.06.170, 24.06.175, 24.06.180, 24.06.185, 24.06.190, 24.06.195, 24.06.200, 24.06.205, 24.06.207, 24.06.210, 24.06.215, 24.06.220, 24.06.225, 24.06.230, 24.06.233, 24.06.235, 24.06.240, 24.06.245, 24.06.250, 24.06.255, 24.06.260, 24.06.265, 24.06.270, 24.06.275, 24.06.280, 24.06.285, 24.06.290, 24.06.295, 24.06.300, 24.06.305, 24.06.310, 24.06.315, 24.06.320, 24.06.325, 24.06.330, 24.06.335, 24.06.340, 24.06.345, 24.06.350, 24.06.355, 24.06.360, 24.06.365, 24.06.370, 24.06.375, 24.06.380, 24.06.385, 24.06.390, 24.06.395, 24.06.400, 24.06.405, 24.06.410, 24.06.415, 24.06.420, 24.06.425, 24.06.430, 24.06.433, 24.06.435, 24.06.440, 24.06.445, 24.06.450, 24.06.455, 24.06.460, 24.06.465, 24.06.470, 24.06.475, 24.06.480, 24.06.485, 24.06.490, 24.06.495, 24.06.500, 24.06.505, 24.06.510, 24.06.515, 24.06.520, 24.06.525, 24.06.900, 24.06.905, 24.06.910, 24.06.915, 24.06.920, 24.12.010, 24.12.020, 24.12.030, 24.12.040, 24.20.010, 24.20.020, 24.20.030, 24.20.040, 24.24.010, 24.24.020, 24.24.030, 24.24.040, 24.24.050, 24.24.060, 24.24.070, 24.24.080, 24.24.090, 24.24.100, 24.24.110, 24.28.010, 24.28.020, 24.28.030, 24.28.040, 23.86.300, 23.86.320, and 23.86.350; prescribing penalties; and providing effective dates.

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

PART I

GENERAL PROVISIONS

NEW SECTION. Sec. 101. SHORT TITLE. This title may be known and cited as the "Washington Nonprofit Corporation Act."

NEW SECTION. Sec. 102. RESERVATION OF POWER TO AMEND OR REPEAL. The legislature of the state of Washington, or the people by initiative or referendum, have the power to amend or repeal all or part of this title at any time and all domestic and foreign corporations subject to this title are governed by the amendment or repeal.

NEW SECTION. Sec. 103. DEFINITIONS. Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.

(1) "Approved by the members" or "approval by the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present, which affirmative votes also constitute a majority of the required quorum, or by a written ballot or written consent in conformity with this title or by the affirmative vote, written ballot, or written consent of such greater proportion, including the votes of all the members of any class, unit, or grouping, as may be provided in the articles, bylaws, or this title for a specified member action.

(2) "Articles of incorporation" or "articles" includes amended and restated articles of incorporation and articles of merger.

(3) "Board" or "board of directors" means the board of directors except that no person or group of persons are the board of directors because of powers delegated to that person or group under section 801 of this act.

(4) "Bylaws" means the code or codes of rules, other than the articles, adopted under this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which the rules are designated.

(5) "Class" refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption, and transfer. For the purpose of this subsection, rights are considered the same if they are determined by a formula applied uniformly.

(6) "Corporation" means a public benefit, mutual benefit, or religious corporation.

(7) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

(8) "Deliver" includes mail.

(9) "Directors" means individuals, designated in the articles or bylaws or elected by the incorporators, and their successors and individuals elected or appointed by any other name or title to act as members of the board.

(10) "Distribution" means the payment of a dividend or any part of the income or profit of a corporation to its members, directors, or officers.

(11) "Domestic corporation" means a corporation, except a foreign corporation.

(12) "Effective date of notice" is defined in section 104 of this act.

(13) "Employee" does not include an officer or director who is not otherwise employed by the corporation.

(14) "Entity" includes a: Corporation and foreign corporation; business corporation and foreign business corporation; limited liability company and foreign limited liability company; profit and nonprofit unincorporated association; corporation sole; business trust, estate, partnership, trust, and two or more persons having a joint or common economic interest; and state, United States, and foreign government.

(15) "File," "filed," or "filing" means filed in the office of the secretary of state.

(16) "Foreign corporation" means a corporation organized under a law other than the law of the state of Washington that would be a nonprofit corporation if formed under the laws of this state.

(17) "Governmental subdivision" includes an authority, county, city, city-county, district, and municipality.

(18) "Includes" denotes a partial definition.

(19) "Individual" includes the estate of an incompetent individual.

(20) "Means" denotes a complete definition.

(21) "Member" means, without regard to what a person is called in the articles or bylaws, a person who on more than one occasion, under a provision of a corporation's articles or bylaws, has the right to vote for the election of a director or directors. A person is not a member by virtue of any of the following:

(a) A right the person has as a delegate;

(b) A right the person has to designate a director or directors; or

(22) "Membership" refers to the rights and obligations a member or members have under a corporation's articles, bylaws, and this title.

(23) "Mutual benefit corporation" means a domestic corporation that is formed as a mutual benefit corporation under chapter --.-- RCW (sections 201 through 207 of this act) or is required to be a mutual benefit corporation under section 1705 of this act.

(24) "Notice" is defined in section 104 of this act.

(25) "Person" includes an individual or entity.

(26) "Principal office" means the office, in or out of Washington, so designated in the annual report filed under section 1608 of this act where the principal offices of a domestic or foreign corporation are located.

(27) "Proceeding" includes civil suit and criminal, administrative, and investigatory action.

(28) "Public benefit corporation" means a domestic corporation which is formed as a public benefit corporation under chapter --.-- RCW (sections 201 through 207 of this act) or is required to be a public benefit corporation under section 1705 of this act. If the state or a governmental subdivision having legal authority to do so acts as an incorporator of a corporation formed under this title, the corporation is a public benefit corporation.

(29) "Record date" means the date established under chapter --.-- RCW (sections 601 through 613 of this act) or chapter --.-- RCW (sections 701 through 717 of this act) on which a corporation determines the identity of its members for the purposes of this title.

(30) "Religious corporation" means a domestic corporation that is formed as a religious corporation under chapter --.-- RCW (sections 201 through 207 of this act) or is required to be a religious corporation under section 1705 of this act.

(31) "Secretary," except if used in the phrase, "secretary of state," means the corporate officer to whom the board of directors has delegated responsibility under section 824(2) of this act for custody of the minutes of the directors' and members' meetings and for authenticating the records of the corporation.

(32) "State," if referring to a part of the United States, includes a state and commonwealth, and their agencies and governmental subdivisions, and a territory and insular possession, and their agencies and governmental subdivisions, of the United States.

(33) "United States" includes district, authority, bureau, commission, department, and any other agency of the United States.

(34) "Vote" includes authorization by written ballot and written consent.

(35) "Voting power" means the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote that is contingent upon the happening of a condition or event that has not occurred at the time. If a class is entitled to vote as a class for directors, the determination of voting power of the class is based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.

NEW SECTION. Sec. 104. NOTICE. (1) Notice under this title may be oral or written.

(2) Notice may be communicated: In person; by telephone, telegraph, teletype, electronic mail, or other form of wire or wireless communication; or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television, or other form of public broadcast communication.

(3) Oral notice is effective when communicated if communicated in a comprehensible manner.

(4) Written notice, if in a comprehensible form, is effective at the earliest of the following:

(a) When received;

(b) Five days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with first class postage affixed;

(c) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee; or

(d) Thirty days after its deposit in the United States mail, as evidenced by the postmark, if mailed correctly addressed and with other than first class, registered, or certified postage affixed.

(5) Written notice is correctly addressed to a member of a domestic or foreign corporation if addressed to the member's address shown in the corporation's current list of members.

(6) A written notice or report delivered as part of a newsletter, magazine, or other publication regularly sent to members constitutes a written notice or report if addressed or delivered to the member's address shown in the corporation's current list of members, or for members who are residents of the same household and who have the same address in the corporation's current list of members, if addressed or delivered to one of the members, at the address appearing on the current list of members.

(7) Written notice is correctly addressed to a domestic or foreign corporation, authorized to transact business in this state, other than in its capacity as a member, if addressed to its registered agent or to its secretary at its principal office shown in its most recent annual report or, for a foreign corporation that has not yet delivered an annual report, in its application for a certificate of authority.

(8) If this title prescribes notice requirements for particular circumstances, those requirements govern. If articles or bylaws prescribe notice requirements, consistent with this section or other provisions of this title, those requirements govern.

NEW SECTION. Sec. 105. FILING REQUIREMENTS. (1) A document must satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to filing by the secretary of state.

(2) This title must require or permit filing the document in the office of the secretary of state.

(3) The document must contain the information required by this title. It may contain other information as well.

(4) The document must be typewritten or printed.

(5) The document must be in the English language. However, a corporate name need not be in English if written in English letters or Arabic or Roman numerals, and the certificate of existence required of foreign corporations need not be in English if accompanied by a reasonably authenticated English translation.

(6) The document must be executed:

(a) By the presiding officer of its board of directors of a domestic or foreign corporation, its president, or by another of its officers;

(b) If directors have not been selected or the corporation has not been formed, by an incorporator; or

(7) The person executing a document shall sign it and state beneath or opposite the signature his or her name and the capacity in which he or she signs. The document may contain:

(a) The corporate seal;

(b) An attestation by the secretary or an assistant secretary; or

(8) If the secretary of state has prescribed a mandatory form for a document under section 106 of this act, the document must be in or on the prescribed form.

(9) The document must be delivered to the office of the secretary of state for filing and must be accompanied by one exact or conformed copy, except as provided in sections 503 and 1509 of this act, the correct filing fee, and any other license fee, penalty and service fee, and any attachments which are required for the filing.

NEW SECTION. Sec. 106. FORMS. (1) The secretary of state may prescribe and furnish on request, forms for: (a) An application for a certificate of existence; (b) a foreign corporation's application for a certificate of authority to transact business in Washington; (c) a foreign corporation's application for a certificate of withdrawal; and (d) the annual report. If the secretary of state so requires, use of these forms is mandatory.

(2) The secretary of state may prescribe and furnish on request forms for other documents required or permitted to be filed in this title but their use is not mandatory.

NEW SECTION. Sec. 107. EFFECTIVE DATE OF DOCUMENT. (1) Except as provided in subsection (2) of this section, a document is effective:

(a) At the time of filing on the date it is filed, as evidenced by the secretary of state's endorsement on the original document; or

(b) At the time specified in the document as its effective time on the date it is filed.

(2) A document may specify a delayed effective time and date and if it does so the document becomes effective at the time and date specified. If a delayed effective date but no time is specified, the document is effective at the close of business on that date. A delayed effective date for a document may not be later than the ninetieth day after the date filed.

NEW SECTION. Sec. 108. CORRECTING FILED DOCUMENT. (1) A domestic or foreign corporation may correct a document filed by the secretary of state if the document:

(a) Contains an incorrect statement; or

(b) Was defectively executed, attested, sealed, verified, or acknowledged.

(2) A document is corrected:

(a) By preparing articles of correction that: (i) Describe the document, including its filing date, or attach a copy of it to the articles; (ii) specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective; and (iii) correct the incorrect statement or defective execution; and

(b) By delivering the articles of correction to the secretary of state together with the appropriate fee.

(3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.

NEW SECTION. Sec. 109. FILING DUTY OF SECRETARY OF STATE. (1) If a document delivered to the office of the secretary of state for filing satisfies the requirements of this chapter, the secretary shall file it.

(2) The secretary of state files a document by stamping or otherwise endorsing "filed," together with the secretary of state's name and official title and the date of receipt, on both the original and copy of the document. After filing a document, except as provided elsewhere in this title, the secretary of state shall deliver the document copy to the domestic or foreign corporation or its representative.

(3) Upon refusing to file a document, the secretary of state shall return it to the domestic or foreign corporation or its representative together with a brief written explanation of the reason or reasons for the refusal.

(4) The secretary of state's duty to file documents under this section is ministerial. Filing or refusal to file a document does not:

(a) Affect the validity or invalidity of the document in whole or in part;

(b) Relate to the correctness or incorrectness of information contained in the document; or

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

NEW SECTION. Sec. 110. APPEAL FROM SECRETARY OF STATE'S REFUSAL TO FILE DOCUMENT. (1) If the secretary of state refuses to file a document delivered for filing to the secretary of state's office, the domestic or foreign corporation may appeal the refusal to the superior court of Thurston county or of the county where the corporation's principal office or, if there is none in Washington, its registered office is or will be located. The appeal is commenced by petitioning the court to compel filing the document and by attaching to the petition the document and the secretary of state's refusal to file.

(2) The court may summarily order the secretary of state to file the document or take other action the court considers appropriate.

(3) The court's final decision may be appealed as in other civil proceedings.

(4) The secretary of state may, by rule adopted under chapter 34.05 RCW, provide for resolution of appeals by method of alternative dispute resolution. The rules must allow for judicial review of the outcome under subsection (1) of this section.

NEW SECTION. Sec. 111. EVIDENTIARY EFFECT OF COPY OF FILED DOCUMENT. A certificate bearing the secretary of state's signature, which may be in facsimile, attached to a copy of a document and the state seal, is conclusive evidence that the original document is on file with the secretary of state.

NEW SECTION. Sec. 112. CERTIFICATE OF EXISTENCE. (1) A person may apply to the secretary of state to furnish a certificate of existence for a domestic or foreign corporation.

(2) The certificate of existence must set forth:

(a) The domestic corporation's corporate name or the foreign corporation's corporate name used in this state;

(b) That:

(i) The domestic corporation is duly incorporated under the laws of Washington and the date of its incorporation; or

(ii) The foreign corporation is authorized to transact business in this state;

(c) That its most recent annual report required by this title, and accompanying fee, has been delivered to the secretary of state;

(d) That articles of dissolution have not been filed; and

(e) Other facts of record in the office of the secretary of state that may be requested by the applicant.

(3) The secretary of state shall make the judgment whether or not the corporation is in existence or is authorized to transact business from public records only. If a domestic corporation is not in existence or a foreign corporation is not authorized to transact business in Washington, the secretary of state may not issue the certificate. In appropriate cases, the secretary of state may issue a certificate subject to specified qualifications.

(4) Subject to a qualification stated in the certificate, a certificate of existence issued by the secretary of state may be relied upon as conclusive evidence that the domestic or foreign corporation is in existence or is authorized to transact business as a corporation in this state.

NEW SECTION. Sec. 113. PENALTY FOR SIGNING FALSE DOCUMENT. A person who signs a document knowing it to be false in a material respect with intent that the document be delivered to the secretary of state for filing commits a gross misdemeanor.

NEW SECTION. Sec. 114. POWERS OF SECRETARY OF STATE. The secretary of state has the power reasonably necessary to perform the duties required of the secretary of state's office under this title. This includes the authority to adopt rules under chapter 34.05 RCW as appropriate to effectuate this title.

NEW SECTION. Sec. 115. PRIVATE FOUNDATIONS. (1) Except if otherwise determined by a court of competent jurisdiction, a corporation that is a private foundation as defined in section 509(a) of the internal revenue code of 1954:

(a) Shall distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the internal revenue code of 1954;

(b) Shall not engage in any act of self-dealing as defined in section 4941(d) of the internal revenue code of 1954;

(d) Shall not make any taxable expenditures as defined in section 4944 of the internal revenue code of 1954;

(e) Shall not make any taxable expenditures as defined in section 4945(d) of the internal revenue code of 1954.

(2) All references in this section to sections of the internal revenue code of 1954 are to sections of the internal revenue code of 1954 as amended from time to time, or to corresponding provisions of subsequent internal revenue laws of the United States.

NEW SECTION. Sec. 116. JUDICIAL RELIEF. (1) If it is impractical or impossible for a corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by its articles, bylaws, or this title, then, upon petition of a director, officer, delegate, member, or the attorney general, the superior court may order that the meeting be called or that a written ballot or other form of obtaining the vote of members, delegates, or directors be authorized, in a manner the court finds fair and equitable under the circumstances.

(2) The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles, bylaws, and this title, whether or not the method results in actual notice to all the persons or conforms to the notice requirements that would otherwise apply. In a proceeding under this section the court may determine who the members or directors are.

(3) The order issued under this section may dispense with any requirement relating to the holding of or voting at meetings or obtaining votes, including a requirement as to quorums or as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles, bylaws, or this title.

(4) Whenever practical, an order issued under this section must limit the subject matter of meetings or other forms of consent authorized to items, including amendments to the articles of incorporation or bylaws, the resolution of which will or might enable the corporation to continue managing its affairs without further resort to this section. However, an order under this section may also authorize the obtaining of whatever votes and approvals are necessary for the dissolution, merger, or sale of assets.

(5) A meeting or other method of obtaining the vote of members, delegates, or directors conducted under an order issued under this section, and that complies with all the provisions of the order, is for all purposes a valid meeting or vote, as the case may be, and shall have the same force and effect as if it complied with every requirement imposed by the articles, bylaws, and this title.

NEW SECTION. Sec. 117. ATTORNEY GENERAL. (1) The attorney general must be given notice of the commencement of a proceeding that this title authorizes the attorney general to bring but that has been commenced by another person.

(2) Whenever this title requires that notice be given to the attorney general before or after commencing a proceeding or permits the attorney general to commence a proceeding:

(a) If no proceeding has been commenced, the attorney general may take appropriate action including, but not limited to, seeking injunctive relief;

(b) If a proceeding has been commenced by a person other than the attorney general, the attorney general, as of right, may intervene in the proceeding.

NEW SECTION. Sec. 118. RULE-MAKING AUTHORITY OF ATTORNEY GENERAL. If this title requires notice to, or approval by, the attorney general, the attorney general may, by rule, specify categories of transactions or circumstances under which the notice or approval requirement is reduced or waived. The reduction or waiver must be narrowly construed.

NEW SECTION. Sec. 119. CONSTITUTIONAL PROTECTION OF RELIGIOUS CORPORATIONS. If religious doctrine governing the affairs of a religious corporation is inconsistent with this title on the same subject, the religious doctrine controls to the extent required by either the Constitution of the United States or the Constitution of the state of Washington, or both.

PART II

ORGANIZATION

NEW SECTION. Sec. 201. INCORPORATORS. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state for filing.

NEW SECTION. Sec. 202. ARTICLES OF INCORPORATION. (1) The articles of incorporation must set forth:

(a) A corporate name for the corporation that satisfies section 401 of this act;

(b) One of the following statements:

(i) "This corporation is a public benefit corporation";

(ii) "This corporation is a mutual benefit corporation"; or

(iii) "This corporation is a religious corporation";

(c) The street address of the corporation's initial registered office and the name of its initial registered agent at that office;

(d) The name and address of each incorporator;

(e) Whether or not the corporation will have members;

(f) The purpose or purposes for which the corporation is organized, which may be, either alone or in combination with other purposes, the transaction of any lawful activity; and

(g) Provisions consistent with law regarding the distribution of assets on dissolution.

(2) The articles of incorporation may set forth:

(a) The names and addresses of the individuals who are to serve as the initial directors;

(b) Provisions consistent with law regarding:

(i) Managing and regulating the affairs of the corporation;

(ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and members or any class of members;

(iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; and

(3) Each incorporator must sign the articles.

(4) The articles of incorporation need not set forth a corporate power enumerated in this title.

NEW SECTION. Sec. 203. INCORPORATION. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are filed.

(2) The secretary of state's filing of the articles of incorporation is conclusive proof that the incorporator satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

NEW SECTION. Sec. 204. LIABILITY FOR PREINCORPORATION TRANSACTIONS. A person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this title, is jointly and severally liable for all liabilities created while so acting.

NEW SECTION. Sec. 205. ORGANIZATION OF CORPORATION. (1) After incorporation:

(a) If initial directors are named in the articles of incorporation, then initial directors shall hold an organizational meeting, at the call of the majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

(b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of the majority of the incorporators:

(i) To elect directors and complete the organization of the corporation; or

(ii) To elect a board of directors who shall complete the organization of the corporation.

(2) Action required or permitted under this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the actions taken and signed by each incorporator.

(3) An organizational meeting may be held in or out of this state in accordance with section 815 of this act.

NEW SECTION. Sec. 206. BYLAWS. (1) The incorporators or board of directors of a corporation shall adopt bylaws for the corporation.

(2) The bylaws may contain any provision for regulating and managing the affairs of the corporation that is consistent with law or the articles of incorporation.

NEW SECTION. Sec. 207. EMERGENCY BYLAWS AND POWERS. (1) Unless the articles provide otherwise, the directors of a corporation may adopt, amend, or repeal bylaws to be effective only in an emergency defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including:

(a) How to call a meeting of the board;

(b) Quorum requirements for the meeting; and

(2) A provision of the regular bylaws consistent with the emergency bylaws remains effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(3) Corporate action taken in good faith in accordance with the emergency bylaws:

(a) Binds the corporation; and

(b) May not be used to impose liability on a corporate director, officer, employee, or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

PART III

PURPOSES AND POWERS

NEW SECTION. Sec. 301. PURPOSES. (1) A corporation incorporated under this title has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

(2) A corporation engaging in an activity that is subject to regulation under another statute of the state of Washington may incorporate under this title only if incorporation under this title is not prohibited by or inconsistent with the statute. The corporation is subject to all limitations of the other statute.

NEW SECTION. Sec. 302. GENERAL POWERS. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power to:

(1) Sue and be sued, complain, and defend in its corporate name;

(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing or in any other manner reproducing it;

(3) Make and amend bylaws consistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation;

(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or a legal or equitable interest in property, wherever located;

(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with, shares or other interest in, or obligations of an entity;

(7) Make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations, and secure its obligations by mortgage or pledge of its property, franchises, or income;

(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by section 822 of this act;

(9) Be a promoter, partner, member, associate, or manager of a partnership, joint venture, trust, or other entity;

(10) Conduct its activities, locate its offices, and exercise the powers granted under this title in or out of the state of Washington;

(11) Elect or appoint directors, officers, employees, and agents of the corporation, define their duties, and fix their compensation;

(12) Pay pensions and establish pension plans, pension trusts, and other benefit and incentive plans for any or all of its current or former directors, officers, employees, and agents;

(13) Make donations consistent with law for the public welfare or for charitable, religious, scientific, or educational purposes and for other purposes that further the corporate interest;

(14) Impose dues, assessments, and admission and transfer fees upon its members;

(15) Establish conditions for admission of members, admit members, and issue memberships;

(16) Carry on a business; and

(17) Do all things necessary or convenient, consistent with law, to further the activities and affairs of the corporation.

NEW SECTION. Sec. 303. EMERGENCY POWERS. (1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors of a corporation may:

(a) Modify lines of succession to accommodate the incapacity of a director, officer, employee, or agent; and

(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officer to do so.

(2) During an emergency defined in subsection (4) of this section, unless emergency bylaws provide otherwise:

(a) Notice of a meeting of the board of directors need be given only to those directors it is practicable to reach and may be given in a practicable manner, including by publication and radio; and

(b) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(3) Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation:

(a) Binds the corporation; and

(b) May not be used to impose liability on a corporate director, officer, employee, or agent.

(4) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot be readily assembled because of some catastrophic event.

NEW SECTION. Sec. 304. ULTRA VIRES. (1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked the power to act.

(2) A corporation's power to act may be challenged in a proceeding against the corporation to enjoin an act if a third party has not acquired rights. The proceeding may be brought by the attorney general, a director, or by a member or members in a derivative proceeding.

(3) A corporation's power to act may be challenged in a proceeding against an incumbent or former director, officer, employee, or agent of the corporation. The proceeding may be brought by a director or the corporation directly, derivatively, or through a receiver, a trustee, or other legal representative, or, for a public benefit corporation, by the attorney general.

NEW SECTION. Sec. 305. For a corporation governed by RCW 64.34.300 through 64.34.376, chapter 64.34 RCW controls to the extent inconsistent with this title.

PART IV

NAMES

NEW SECTION. Sec. 401. CORPORATE NAME. (1) A corporate name may not contain language stating or implying that the corporation is organized for a purpose other than that permitted under section 301 of this act and its articles of incorporation.

(2) Except as authorized under subsections (4) and (5) of this section, a corporate name must be distinguishable upon the records of the secretary of state from:

(a) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in Washington;

(b) A domestic or foreign limited liability company or limited partnership;

(d) The fictitious name of a foreign business or nonprofit corporation authorized to transact business in the state of Washington.

(3) The corporate name may not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or an abbreviation thereof, but may use "club," "league," "association," "services," "committee," "fund," "society," "foundation," ". . ., a nonprofit corporation," or a name of like import.

(4) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from one or more of the names described in this section. The secretary of state shall authorize use of the name applied for if:

(a) The other entity consents to the use in writing and submits an undertaking in a form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or

(b) The applicant delivers to the secretary of state a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.

(5) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in the state of Washington if the other corporation is incorporated or authorized to do business in the state of Washington and the proposed user corporation:

(a) Has merged with the corporation;

(b) Has been formed by reorganization of the other corporation; or

(6) This title does not control the use of fictitious names.

(7) A name may not be considered distinguishable upon the records of the secretary of state by virtue of:

(a) A variation in the designation, under subsection (3) of this section or of RCW 23B.04.010(1)(a), 25.10.020(1)(a), or 25.15.010(1)(a);

(b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;

(d) Use of abbreviation or the plural form of a word in the same name.

NEW SECTION. Sec. 402. RESERVED NAME. (1) A person may reserve the exclusive use of a corporate name, including a fictitious name for a foreign corporation whose corporate name is not available, by delivering an application to the secretary of state for filing. Upon finding that the corporate name applied for is available, the secretary of state shall reserve the name for the applicant's exclusive use for a nonrenewable one hundred eighty-day period.

(2) The owner of a reserved corporate name may transfer the reservation to another person by delivering to the secretary of state a signed notice of the transfer that states the name and address of the transferee.

NEW SECTION. Sec. 403. REGISTERED NAME. (1) A foreign corporation may register its corporate name, or its corporate name with a change required by section 1506 of this act, if the name is distinguishable upon the records of the secretary of state from:

(a) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in Washington;

(b) A domestic or foreign limited liability company or limited partnership;

(c) A corporate name reserved or registered under this section, section 402 of this act, or RCW 23B.04.020, 23B.04.030, or 25.15.015.

(2) A foreign corporation registers its corporate name, or its corporate name with a change required under section 1506 of this act, by delivering to the secretary of state an application:

(a) Setting forth its corporate name, or its corporate name with a change required under section 1506 of this act, and the state or country and date of its incorporation; and

(b) Accompanied by a certificate of existence, or a document of similar import, from the state or country of incorporation.

(3) The name is registered for the applicant's exclusive use upon the effective date of the application.

(4) A foreign corporation whose registration is effective may renew it for successive years by delivering to the secretary of state for filing a renewal application, that complies with the requirements of subsection (2) of this section, annually, upon a schedule to be adopted by the secretary of state by rule.

(5) A foreign corporation whose registration is effective may thereafter qualify as a foreign corporation under that name or consent in writing to the use of that name by a corporation thereafter incorporated under this title or by another foreign corporation thereafter authorized to transact business in Washington. The registration terminates when the domestic corporation is incorporated or the foreign corporation qualifies or consents to the qualification of another foreign corporation under the registered name.

PART V

OFFICE AND AGENT

NEW SECTION. Sec. 501. REGISTERED NAME AND REGISTERED AGENT. (1) A corporation shall continuously maintain in the state of Washington:

(a) A registered office with the same address as that of registered agent; and

(b) A registered agent, who may be:

(i) An individual who resides in this state and whose office is identical with the registered office;

(ii) A domestic business or nonprofit corporation or limited liability company whose office is identical with the registered office; or

(iii) A foreign business or nonprofit corporation authorized to transact business in this state whose office is identical with the registered office.

(2) The registered office must satisfy the requirements of RCW 23B.05.010(1)(a).

NEW SECTION. Sec. 502. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT. (1) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing, a statement of change that sets forth:

(a) The name of the corporation;

(b) If the current registered office is to be changed, the street address of the new registered office;

(c) If the current registered agent is to be changed, the name of the new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

(d) That, after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(2) If the street address of a registered agent's office is changed, the registered agent may change the street address of the registered office of any corporation for which the registered agent is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement that complies with subsection (1) of this section and recites that the corporation has been notified of the change.

NEW SECTION. Sec. 503. RESIGNATION OF REGISTERED AGENT. (1) A registered agent may resign as registered agent by signing and delivering to the secretary of state the original and an exact or conformed copy of a statement of resignation. The statement may include a statement that the registered office is also discontinued.

(2) After filing the statement the secretary of state shall mail the copy to the corporation at its principal office as shown in the most recent annual report filed under section 1608 of this act.

(3) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

PART VI

MEMBERS AND MEMBERSHIP

NEW SECTION. Sec. 601. ADMISSION. (1) The articles or bylaws may establish criteria or procedures for admission of members.

(2) A person may not be admitted as a member without the person's consent.

NEW SECTION. Sec. 602. CONSIDERATION. Except as provided in its articles or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board.

NEW SECTION. Sec. 603. NO REQUIREMENT OF MEMBERS. A corporation is not required to have members.

NEW SECTION. Sec. 604. DIFFERENCES IN RIGHTS AND OBLIGATIONS OF MEMBERS. All members have the same rights and obligations with respect to voting, dissolution, redemption, and transfer unless the articles or bylaws establish classes of membership with different rights or obligations. All members have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles or bylaws.

NEW SECTION. Sec. 605. TRANSFERS. (1) Except as set forth in or authorized by the articles or bylaws, a member of a mutual benefit corporation may not transfer a membership or a right arising therefrom.

(2) A member of a public benefit or religious corporation may not transfer a membership or a right arising from a membership.

(3) If transfer rights have been provided, a restriction on them may not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

NEW SECTION. Sec. 606. MEMBER'S LIABILITY TO THIRD PARTIES. A member of a corporation is not, as such, personally liable for the acts, debts, liabilities, or obligations of the corporation.

NEW SECTION. Sec. 607. MEMBER'S LIABILITY FOR DUES, ASSESSMENTS, OR FEES. (1) A member may become liable to the corporation for dues, assessments, or fees.

(2) An article or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments, or fees does not, of itself, create liability. Some consent or acquiescence by the member is necessary. Agreement to the corporation's articles and bylaws, without more, is not sufficient to establish consent or acquiescence.

NEW SECTION. Sec. 608. CREDITOR'S ACTION AGAINST MEMBER. (1) A proceeding may not be brought by a creditor to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part or unless the proceeding would be useless.

(2) A creditor of the corporation, with or without reducing its claims to judgment, may intervene in a creditor's proceeding brought under this section to reach and apply unpaid amounts due the corporation. Any members who owe amounts to the corporation may be joined in the proceeding.

NEW SECTION. Sec. 609. RESIGNATION. (1) A member may resign at any time.

(2) The resignation of a member does not relieve the member from an obligation the member has to the corporation as a result of obligations incurred or commitments made before resignation.

NEW SECTION. Sec. 610. TERMINATION, EXPULSION, AND SUSPENSION. (1) A member of a public benefit or mutual benefit corporation may not be expelled or suspended, and a membership or memberships in the corporation may not be terminated or suspended, except under a procedure that is fair and reasonable and is carried out in good faith.

(2) A procedure is fair and reasonable if either:

(a) The articles or bylaws set forth a procedure that provides:

(i) At least fifteen days prior written notice of the expulsion, suspension, or termination and the reasons therefore; and

(ii) An opportunity for the member to be heard, orally or in writing, at least five days before the effective date of the expulsion, suspension, or termination by a person or persons authorized to decide that the proposed expulsion, termination, or suspension not take place; or

(b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.

(3) A written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation's records.

(4) A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension, or termination.

(5) A member who has been expelled or suspended may be liable to the corporation for dues, assessments, or fees as a result of the obligations incurred or commitments made before expulsion or suspension.

NEW SECTION. Sec. 611. PURCHASE OF MEMBERSHIPS. (1) A public benefit or religious corporation may not purchase any of its memberships or a right arising from its memberships.

(2) A mutual benefit corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and under the conditions set forth in or authorized by its articles or bylaws. A payment may not be made in violation of chapter --.-- RCW (sections 1301 and 1302 of this act).

NEW SECTION. Sec. 612. DERIVATIVE SUITS. (1) A proceeding may be brought in the right of a domestic or foreign corporation to procure a judgment in its favor by:

(a) A member or members having five percent or more of the voting power or by fifty members, whichever is less; or

(b) A director.

(2) In such a proceeding, each complainant must be a member or director at the time of bringing the proceeding.

(3) 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 directors and either why the complainants could not obtain the action or why they did not make the demand. If a demand for action was made and the corporation's investigation of the demand is in progress when the proceeding is filed, the court may stay the suit until the investigation is completed.

(4) On termination of the proceeding the court may require the complainants to pay any defendant's reasonable expenses, including attorneys' fees, incurred in defending the suit if it finds that the proceeding was commenced frivolously or in bad faith.

(5) If the proceeding on behalf of the corporation results in the corporation taking some action requested by the complainants or otherwise was successful, in whole or in part, or if anything was received by the complainants as the result of a judgment, compromise, or settlement of an action or claim, the court may award the complainants reasonable expenses, including attorneys' fees.

(6) The complainants shall notify the attorney general within ten days after commencing a proceeding under this section if the proceeding involves a public benefit corporation or assets held in charitable trust by a mutual benefit corporation.

NEW SECTION. Sec. 613. DELEGATES. (1) A corporation may provide in its articles or bylaws for delegates having some or all of the authority of members.

(2) The articles or bylaws may set forth provisions relating to:

(a) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;

(b) Calling, noticing, holding, and conducting meetings of delegates; and

PART VII

MEMBERS' MEETINGS AND VOTING

NEW SECTION. Sec. 701. ANNUAL AND REGULAR MEETINGS. (1) A corporation with members shall hold a membership meeting annually at a time stated in or fixed in accordance with the bylaws.

(2) A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

(3) Annual and regular membership meetings may be held in or out of the state of Washington at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, annual and regular meetings must be held at the corporation's principal office.

(4) At the annual meeting:

(a) The president and chief financial officer shall report on the activities and financial condition of the corporation; and

(b) The members shall consider and act upon such other matters as may be raised consistent with the notice requirements of sections 705 and 712(2) of this act.

(5) At regular meetings the members shall consider and act upon such matters as may be raised consistent with the notice requirements of sections 705 and 712(2) of this act.

(6) The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of a corporate action.

NEW SECTION. Sec. 702. SPECIAL MEETING. (1) A corporation with members shall hold a special meeting of members:

(a) On call of its board or person or persons authorized to do so by the articles or bylaws; or

(b) Except as provided in the articles or bylaws of a religious corporation, if the holders of at least five percent of the voting power of the corporation sign, date, and deliver to a corporate officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

(2) The close of business on the thirtieth day before delivery of the demand or demands for a special meeting to any corporate officer is the record date for the purpose of determining whether the five percent requirement of subsection (1) of this section has been met.

(3) If a notice for a special meeting demanded under subsection (1)(b) of this section is not given under section 705 of this act within thirty days after the date the written demand or demands are delivered to a corporate officer, regardless of subsection (4) of this section, a person signing the demand or demands may set the time and place of the meeting and give notice under section 705 of this act.

(4) Special meetings of members may be held in or out of the state of Washington at the place stated in or fixed in accordance with the bylaws. If a place is not stated in or fixed in accordance with the bylaws, special meetings must be held at the corporation's principal office.

(5) Only those matters that are within the purpose or purposes described in the meeting notice required under section 705 of this act may be conducted at a special meeting of members.

NEW SECTION. Sec. 703. COURT-ORDERED MEETING. (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 summarily order a meeting to be held:

(a) On application of a member or other person entitled to participate in an annual or regular meeting, and for a public benefit corporation, the attorney general, 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 annual meeting; or

(b) On application of a member or other person entitled to participate in a regular meeting, and, for a public benefit corporation, the attorney general, if a regular meeting is not held within forty days after the date it was required to be held; or

(c) On application of a member who signed a demand for a special meeting valid under section 702 of this act, a person or persons entitled to call a special meeting and, for a public benefit corporation, the attorney general, if:

(i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to a corporate officer; or

(ii) The special meeting was not held in accordance with the notice.

(2) The court may fix the time and place of the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the 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 action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.

(3) If the court orders a meeting, it may also order the corporation to pay the member's or attorney general's costs, including reasonable attorneys' fees, incurred to obtain the order.

NEW SECTION. Sec. 704. ACTION BY WRITTEN CONSENT. (1) Unless limited or prohibited by the articles or bylaws, action required or permitted by this title to be approved by the members may be approved without a meeting of the members if the action is approved by members holding at least eighty percent of the voting power. The action must be evidenced by one or more written consents describing the action taken, signed by those members representing at least eighty percent of the voting power, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(2) If not otherwise determined under section 703 or 707 of this act, the record date for determining members entitled to take action without a meeting is the date the first member signs the consent under subsection (1) of this section.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the secretary of state.

(4) Written notice of member approval under this section must be given to all members who have not signed the written consent. If written notice is required, member approval under this section is effective ten days after the written notice is given.

NEW SECTION. Sec. 705. NOTICE OF MEETING. (1) A corporation shall give notice consistent with its bylaws of meetings of members in a fair and reasonable manner.

(2) A notice that conforms to subsection (3) of this section is fair and reasonable, but other means of giving notice may also be fair and reasonable when all the circumstances are considered. However, notice of matters referred to in subsection (3)(b) of this section must be given as provided in subsection (3) of this section.

(3) Notice is fair and reasonable if:

(a) The corporation notifies its members of the place, date, and time of each annual, regular, and special meeting of members no fewer than ten, or, if notice is mailed by other than first class or registered mail, thirty, nor more than sixty days before the meeting date;

(b) Notice of an annual or regular meeting includes a description of a matter or matters that must be approved by the members under section 821, 836, 1003, 1010, 1104, 1202, 1401, or 1402 of this act; and

(4) Unless the bylaws require otherwise, if an annual, regular, or special meeting of members 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. However, if a new record date for the adjourned meeting is or must be fixed under section 707 of this act, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

(5) When giving notice of an annual, regular, or special meeting of members, a corporation shall give notice of a matter a member intends to raise at the meeting if: (a) Requested in writing to do so by a person entitled to call a special meeting; and (b) the request is received by the secretary or president of the corporation at least ten days before the corporation gives notice of the meeting.

NEW SECTION. Sec. 706. WAIVER OF NOTICE. (1) A member may waive a notice required under this title, the articles, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

(2) A member's attendance at a meeting:

(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;

(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

NEW SECTION. Sec. 707. RECORD DATE‑-DETERMINING MEMBERS ENTITLED TO NOTICE AND VOTE. (1) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing the record date, the board may fix a future date as the record date. If a record date is not fixed, members at the close of business on the business day preceding the day on which notice is given or, if notice is waived, at the close of business on the business day preceding the day on which the meeting is held are entitled to notice of the meeting.

(2) The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing the record date, the board may fix a future date as the record date. If the record date is not fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

(3) The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing the record date, the board may fix in advance the record date. If the record date is not fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day before the date of the other action, whichever is later, are entitled to exercise the rights.

(4) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members occurs.

(5) A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than seventy days after the record date for determining members entitled to notice of the original meeting.

(6) If a court orders a meeting adjourned to a date more than one hundred twenty days after the date for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice and voting.

NEW SECTION. Sec. 708. ACTION BY WRITTEN BALLOT. (1) Unless prohibited or limited by the articles or bylaws, an action that may be taken at an annual, regular, or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

(2) A written ballot must:

(a) Set forth each proposed action; and

(b) Provide an opportunity to vote for or against each proposed action.

(3) Approval by written ballot under this section is valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

(4) A solicitation for votes by written ballot must:

(a) Indicate the number of responses needed to meet the quorum requirements;

(b) State the percentage of approvals necessary to approve each matter other than election of directors; and

(5) Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

NEW SECTION. Sec. 709. MEMBERS' LIST FOR MEETING. (1) After fixing a record date for notice of a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of the meeting. This list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list must be prepared on the same basis and be part of the list of members.

(2) The list of members must be available for inspection by a member for the purpose of communication with other members concerning the meeting, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent, or attorney is entitled on written demand to inspect and, subject to the limitations of sections 1602(3) and 1605 of this act, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

(3) The corporation shall make the list of members available at the meeting, and a member, a member's agent, or attorney is entitled to inspect the list at any time during the meeting or an adjournment.

(4) If the corporation refuses to allow a member, a member's agent, or attorney to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, the superior court of the county where a corporation's principal office or, if none in the state of Washington, its registered office is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order.

(5) Unless a written demand to inspect and copy a membership list has been made under subsection (2) of this section before the membership meeting and a corporation improperly refuses to comply with the demand, refusal, or failure to comply with this section does not affect the validity of action taken at the meeting.

(6) The articles or bylaws of a religious corporation may limit or abolish the rights of a member under this section to inspect and copy a corporate record.

NEW SECTION. Sec. 710. VOTING ENTITLEMENT GENERALLY. (1) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.

(2) Unless the articles or bylaws provide otherwise, if a membership stands of record in the names of two or more persons, their acts with respect to voting have the following effect:

(a) If only one votes, the act binds all; and

(b) If more than one votes, the vote must be divided on a pro rata basis.

NEW SECTION. Sec. 711. QUORUM REQUIREMENTS. (1) Unless this title, the articles, or bylaws provide for a higher or lower quorum, ten percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

(2) A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.

(3) A bylaw amendment to increase the quorum required for any member action must be approved by the members.

(4) Unless one-third or more of the voting power is present in person or by proxy, the only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice.

NEW SECTION. Sec. 712. VOTING REQUIREMENTS. (1) Unless this title, the articles, or the bylaws require a greater vote or voting by class, if a quorum is present, the affirmative vote of the votes represented and voting, which affirmative votes also constitute a majority of the required quorum, is the act of the members.

(2) A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.

NEW SECTION. Sec. 713. PROXIES. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.

(2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months unless a different period is expressly provided in the appointment form. However, a proxy may not be valid for more than three years from its date of execution.

(3) An appointment of a proxy is revocable by the member.

(4) The death or incapacity of the member 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 secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.

(5) Appointment of a proxy is revoked by the person appointing the proxy by:

(a) Attending a meeting and voting in person; or

(b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.

(6) Subject to section 716 of this act and an express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.

NEW SECTION. Sec. 714. CUMULATIVE VOTING FOR DIRECTORS. (1) If the articles or bylaws provide for cumulative voting by members, members may so vote by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.

(2) Cumulative voting is not authorized at a particular meeting unless:

(a) The meeting notice or statement accompanying the notice states that cumulative voting will take place; or

(b) A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes and, if one member gives this notice, all other members participating in the election are entitled to cumulate their votes without giving further notice.

(3) A director elected by cumulative voting may be removed by the members without cause if section 808 of this act is met unless the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast, or, if the action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(4) Members may not cumulatively vote if the directors and members are identical.

NEW SECTION. Sec. 715. OTHER METHODS OF ELECTING DIRECTORS. A corporation may provide in its articles or bylaws for election of directors by members or delegates: (1) On the basis of chapter or other organizational unit; (2) by region or other geographic unit; (3) by preferential voting; or (4) by another reasonable method.

NEW SECTION. Sec. 716. CORPORATION'S ACCEPTANCE OF VOTES. (1) If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.

(2) If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:

(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) The name signed purports to be that of an attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment;

(c) Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all the coholders; and

(d) For a mutual benefit corporation:

(i) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; or

(ii) The name signed purports to be that of a receiver or trustee in bankruptcy of the member, 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.

(3) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.

(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member in consequence of the acceptance or rejection.

(5) Corporate action based upon the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

NEW SECTION. Sec. 717. VOTING AGREEMENTS. (1) Two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. The agreement may be valid for a period of up to ten years. For a public benefit corporation, the agreement must have a reasonable purpose consistent with the corporation's public or charitable purposes.

(2) A voting agreement created under this section is specifically enforceable.

PART VIII

DIRECTORS AND OFFICERS

NEW SECTION. Sec. 801. REQUIREMENT FOR AND DUTIES OF BOARD. (1) A corporation shall have a board of directors.

(2) Except as provided in this title or subsection (3) of this section, all corporate power must be exercised by or under the authority of, and the affairs of the corporation managed under the direction of, its board.

(3) The articles may authorize a person or persons to exercise some or all of the powers that would otherwise be exercised by a board. To the extent so authorized, the person or persons have the duties and responsibilities of the directors, and the directors are relieved to that extent from the duties and responsibilities.

NEW SECTION. Sec. 802. QUALIFICATIONS OF DIRECTORS. A director must be an individual. The articles or bylaws may prescribe other qualifications for a director.

NEW SECTION. Sec. 803. NUMBER OF DIRECTORS. (1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles or bylaws.

(2) The number of directors may be increased or decreased from time to time by amendment to or in the manner prescribed in the articles or bylaws.

NEW SECTION. Sec. 804. ELECTION, DESIGNATION, AND APPOINTMENT OF DIRECTORS. (1) If the corporation has members, all the directors, except the initial directors, must be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the articles or bylaws provide some other time or method of election or provide that some of the directors are appointed by some other person or designated.

(2) If the corporation does not have members, all of the directors, except the initial directors, must be elected, appointed, or designated as provided in the articles or bylaws. If a method of designation or appointment is not set forth in the articles or bylaws, the directors, other than the initial directors, must be elected by the board.

NEW SECTION. Sec. 805. TERMS OF DIRECTORS GENERALLY. (1) The articles or bylaws must specify the terms of directors. Except for designated or appointed directors, the terms of directors may not exceed five years. In the absence of a term specified in the articles or bylaws, the term of a director must be one year. A director may be elected for successive terms.

(2) A decrease in the number of directors or terms of office does not shorten an incumbent director's term.

(3) Except as provided in the articles or bylaws:

(a) The term of a director filling a vacancy in the office of a director elected by members expires at the next election of directors by members; and

(b) The term of a director filling another vacancy expires at the end of the unexpired term that the director is filling.

(4) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, designated, or appointed and qualifies, or until there is a decrease in the number of directors.

NEW SECTION. Sec. 806. STAGGERED TERMS FOR DIRECTORS. The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups. The terms of office of the several groups need not be uniform.

NEW SECTION. Sec. 807. RESIGNATION OF DIRECTORS. (1) A director may resign at any time by delivering a written notice to the board of directors, its presiding officer, or to the president or secretary. In addition, a director may file a notification of resignation with the secretary of state.

(2) A resignation is effective when the notice is effective unless the notice specifies a later effective date. If a resignation is made effective at a later date, the board may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date.

NEW SECTION. Sec. 808. REMOVAL OF DIRECTORS ELECTED BY MEMBERS OR DIRECTORS. (1) The members may remove one or more directors elected by them without cause.

(2) If a director is elected by class, chapter, or other organizational unit or by region or other geographic grouping, the director may be removed only by the members of that class, chapter, unit, or grouping.

(3) Except as provided in subsection (9) of this section, a director may be removed under subsection (1) or (2) of this section only if the number of votes cast to remove the director would be sufficient to elect the director at a meeting to elect directors.

(4) If cumulative voting is authorized, a director may not be removed if the number of votes, or if the director was elected by a class, chapter, unit, or grouping of members, the number of votes of that class, chapter, unit, or grouping sufficient to elect the director under cumulative voting, is voted against the director's removal.

(5) A director elected by members may be removed by the members only at a 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.

(6) In computing whether a director is protected from removal under subsections (2) through (4) of this section, it should be assumed that the votes against removal are cast in an election for the number of directors of the class to which the director to be removed belonged on the date of that director's election.

(7) An entire board of directors may be removed under subsections (1) through (5) of this section.

(8) A director elected by the board may be removed without cause by the vote of two-thirds of the directors then in office or such greater number as is set forth in the articles or bylaws. However, a director elected by the board to fill the vacancy of a director may be removed without cause by the members but not the board.

(9) If, at the beginning of a director's term on the board, the articles or bylaws provide that the director may be removed for missing a specified number of board meetings, the board may remove the director for failing to attend the specified number of meetings. The director may be removed only if the majority of the directors then in office vote for the removal.

(10) The articles or bylaws of a religious corporation may:

(a) Limit the application of this section; and

(b) Set forth the vote and procedures by which the board or a person may remove with or without cause a director elected by the members or the board.

NEW SECTION. Sec. 809. REMOVAL OF DESIGNATED OR APPOINTED DIRECTORS. (1) A designated director may be removed by amendment to the articles or bylaws deleting or changing the designation.

(2) Appointed directors:

(a) Except as otherwise provided in the articles or bylaws, an appointed director may be removed without cause by the person appointing the director;

(b) The person removing the director shall do so by giving written notice of the removal to the director and either the presiding officer of the board or the corporation's president or secretary; and

NEW SECTION. Sec. 810. REMOVAL OF DIRECTORS BY JUDICIAL PROCEEDING. (1) The superior court of the county where a corporation's principal office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation, its members holding at least ten percent of the voting power of any class, or, for a public benefit corporation, the attorney general, if the court finds that:

(a) The director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation, that section 813 of this act has been violated, or a final judgment has been entered finding that the director has violated a duty under sections 820 through 823 of this act; and

(b) Removal is in the best interest of the corporation.

(2) The court that removes a director may prohibit the director from serving on the board for a period prescribed by the court.

(3) If members or the attorney general commence a proceeding under subsection (1) of this section, the corporation must be made a party defendant.

(4) If a public benefit corporation or its members commence a proceeding under subsection (1) of this section, they shall give the attorney general written notice of the proceeding.

(5) The articles or bylaws of a religious corporation may limit or prohibit the application of this section.

NEW SECTION. Sec. 811. VACANCY ON BOARD. (1) Unless the articles or bylaws provide otherwise, and except as provided in subsections (2) and (3) of this section, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:

(a) The members, if any, may fill the vacancy. If the vacant office was held by a director elected by a class, chapter, or other organizational unit or by region or other geographic grouping, only members of the class, chapter, unit, or grouping are entitled to vote to fill the vacancy if it is filled by the members;

(b) The board of directors may fill the vacancy; or

(c) If the directors remaining 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 remaining in office.

(2) Unless the articles or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

(3) If a vacant office was held by a designated director, the vacancy must be filled as provided in the articles or bylaws. In the absence of an applicable article or bylaw provision, the board may not fill the vacancy.

(4) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under section 807(2) of this act or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

NEW SECTION. Sec. 812. COMPENSATION OF DIRECTORS. Unless the articles or bylaws provide otherwise, a board of directors may fix the compensation of directors.

NEW SECTION. Sec. 813. FINANCIAL DISINTERESTED MAJORITY‑-PUBLIC BENEFIT CORPORATIONS. (1) No more than forty-nine percent of the individuals serving on the board of a public benefit corporation may be financially interested persons.

(2) For the purposes of this section "financially interested person" means:

(a) An individual who has received or is entitled to receive compensation, directly or indirectly, from the corporation for services rendered to it within the previous twelve months, whether as a full-time or part-time employee, independent contractor, consultant, or otherwise, excluding reasonable payments made to a director for serving as a director; or

(b) A spouse, brother, sister, parent, or child of an individual under (a) of this subsection.

(3) Failure to comply with this section does not effect the validity or enforceability of a transaction entered into by a corporation.

NEW SECTION. Sec. 814. REGULAR AND SPECIAL MEETINGS. (1) If the time and place of a director's meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

(2) A board of directors may hold regular or special meetings in or out of the state of Washington.

(3) Unless the articles or bylaws provide otherwise, a board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, a means of communication by which all directors participating can simultaneously hear each other during the meeting. A director participating in a meeting by this method is deemed to be present in person at the meeting.

NEW SECTION. Sec. 815. ACTION WITHOUT MEETING. (1) Unless the articles or bylaws provide otherwise, action required or permitted by this title to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes filed with the corporate records reflecting the action taken.

(2) Action taken under this section is effective when the last director signs the consent unless the consent specifies a different effective date.

(3) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

NEW SECTION. Sec. 816. CALL AND NOTICE OF MEETINGS. (1) Unless the articles, bylaws, or subsection (3) of this section provide otherwise, regular meetings of the board may be held without notice.

(2) Unless the articles, bylaws, or subsection (3) of this section provide otherwise, special meetings of the board must be preceded by at least two days' notice to each director of the date, time, and place, but not the purpose, of the meeting.

(3) In corporations without members a board action to remove a director or to approve a matter that would require approval by the members if the corporation had members is not valid unless each director is given at least seven days' written notice that the matter will be voted upon at a directors' meeting or unless notice is waived under section 817 of this act.

(4) Unless the articles or bylaws provide otherwise, the presiding officer of the board, the president, or twenty percent of the directors then in office may call and give notice of a meeting of the board.

NEW SECTION. Sec. 817. WAIVER OF NOTICE. (1) A director may at any time waive a notice required under this title, the articles, or bylaws. Except as provided in subsection (2) of this section, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or the corporate records.

(2) A director's attendance at or participation in a meeting waives a required notice of the meeting unless the director upon arriving at the meeting or before the vote on a matter noticed not in conformity with this title, the articles, or bylaws objects to lack of notice and does not thereafter vote for or assent to the objected action.

NEW SECTION. Sec. 818. QUORUM AND VOTING. (1) Except as otherwise provided in this title, the articles, or bylaws, a quorum of a board of directors consists of the majority of directors in office immediately before the meeting begins. The articles or bylaws may not authorize a quorum of fewer than the greater of one-third of the number of directors in office or two directors.

(2) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board unless this title, the articles, or bylaws require the vote of a greater number of directors.

NEW SECTION. Sec. 819. COMMITTEES OF THE BOARD. (1) Unless prohibited or limited by the articles or bylaws, a board of directors may create one or more committees of the board and appoint members of the board to serve on them. A committee must have two or more directors, who serve at the pleasure of the board.

(2) The creation of a committee and appointment of members to it must be approved by the greater of:

(a) A majority of all the directors in office when the action is taken; or

(b) The number of directors required by the articles or bylaws to take action under section 818 of this act.

(3) Sections 814 through 818 of this act, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board, apply to committees of the board and their members as well.

(4) To the extent specified by the board of directors or in the articles or bylaws, a committee of the board may exercise the board's authority under section 801 of this act.

(5) A committee of the board may not:

(a) Authorize distributions;

(b) Approve or recommend to members dissolution, merger, or the sale, pledge, or transfer of all or substantially all of the corporation's assets;

(d) Adopt, amend, or repeal the articles or bylaws.

(6) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in section 820 of this act.

NEW SECTION. Sec. 820. GENERAL STANDARDS FOR DIRECTORS. (1) A director shall discharge his or her duties as director, including duties as a member of a committee:

(a) In good faith;

(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and

(2) In discharging his or her duties, a director 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 reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence;

(c) A committee of the board of which the director is not a member, as to matters within its jurisdiction, if the director reasonably believes the committee merits confidence; or

(d) For religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the director believes justify reliance and confidence and whom the director believes to be reliable and competent in the matters presented.

(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) A director is not liable to the corporation, a member, or another person for an action taken or not taken as a director if the director acted in compliance with this section.

(5) A director may not be deemed to be a trustee with respect to the corporation or with respect to property held or administered by the corporation including, without limit, property that might be subject to restrictions imposed by the donor or transferor of the property.

NEW SECTION. Sec. 821. DIRECTOR CONFLICT OF INTEREST. (1) A conflict of interest transaction is a transaction with the corporation in which a director of the corporation has a direct or indirect interest. A conflict of interest transaction is not voidable or the basis for imposing liability on the director if the transaction was fair at the time it was entered into or is approved as provided in subsection (2) or (3) of this section.

(2) A transaction in which a director of a public benefit or religious corporation has a conflict of interest may be approved:

(a) In advance by the vote of the board of directors or a committee of the board if:

(i) The material facts of the transaction and the director's interest are disclosed or known to the board or a committee of the board; and

(ii) The directors approving the transaction in good faith reasonably believe that the transaction is fair to the corporation; or

(b) Before or after it is consummated by obtaining approval of the:

(i) Attorney general; or

(ii) Superior court in an action in which the attorney general is joined as a party.

(3) A transaction in which the director of a mutual benefit corporation has a conflict of interest may be approved if:

(a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board and the board or a committee of the board authorized, approved, or ratified the transaction; or

(b) The material facts of the transaction and the director's interest were disclosed or known to the members and they authorized, approved, or ratified the transaction.

(4) For purposes of this section, a director of the corporation has an indirect interest in a transaction if:

(a) Another entity in which the director has a material interest or in which the director is a general partner is a party to the transaction; or

(b) Another entity of which the director is a director, officer, or trustee is a party to the transaction.

(5) For purposes of subsections (2) and (3) of this section, a conflict of interest transaction is authorized, approved, or ratified if it receives the affirmative vote of the majority of the directors on the board or on the committee who have no direct or indirect interest in the transaction, but a transaction may not be authorized, approved, or ratified under this section by a single director. If a majority of the directors on the board who do not have a direct or indirect interest in the transaction vote to authorize, approve, or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of an action taken under subsection (2)(a) or (3)(a) of this section if the transaction is otherwise approved as provided in subsection (2) or (3) of this section.

(6) For purposes of subsection (2)(b) of this section, a conflict of interest transaction is authorized, approved, or ratified by the members if it receives a majority of the votes entitled to be counted under this subsection. Votes cast by or voted under the control of a director who has a direct or indirect interest in the transaction, and votes cast by or voted under the control of an entity described in subsection (4)(a) of this section, may not be counted in a vote of members to determine whether to authorize, approve, or ratify a conflict of interest transaction under subsection (3)(b) of this section. However, the vote of the members is counted in determining whether the transaction is approved under other sections of this title. A majority of the voting power, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

(7) The articles, bylaws, or a resolution of the board may impose additional requirements on conflict of interest transactions.

NEW SECTION. Sec. 822. LOANS TO OR GUARANTEES FOR DIRECTORS AND OFFICERS. (1) A corporation may not lend money to or guarantee the obligation of a director or officer of the corporation.

(2) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.

NEW SECTION. Sec. 823. LIABILITY FOR UNLAWFUL DISTRIBUTIONS. (1) Unless a director complies with the applicable standards of conduct described in section 820 of this act, a director who votes for or assents to a distribution made in violation of this title is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this title.

(2) A director held liable for an unlawful distribution under subsection (1) of this section is entitled to contribution:

(a) From every other director who voted for or assented to the distribution without complying with the applicable standards or conduct described in section 820 of this act; and

(b) From each person who received an unlawful distribution for the amount of the distribution whether or not the person receiving the distribution knew it was made in violation of this title.

NEW SECTION. Sec. 824. REQUIRED OFFICERS. (1) Unless otherwise provided in the articles or bylaws, a corporation shall have a president, a secretary, a treasurer, and such other officers as are appointed by the board.

(2) The bylaws or the board shall delegate to one of the officers responsibility for preparing meetings of the directors' and members' meetings and for authenticating records of the corporation.

(3) The same individual may simultaneously hold more than one office in a corporation.

NEW SECTION. Sec. 825. DUTIES AND AUTHORITY OF OFFICERS. An officer shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority in a resolution of the board or by direction of an officer authorized by the board to prescribe the duties and authority of other officers.

NEW SECTION. Sec. 826. STANDARDS OF CONDUCT FOR OFFICERS. (1) An officer with discretionary authority shall discharge his or her 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

(2) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or other statements, including financial statements and other financial data, if prepared or presented by:

(a) One or more officers or employees of the corporation who the officer reasonably believes to be reliable and competent in the matters presented;

(b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional competence; or

(c) For religious corporations, religious authorities and ministers, priests, rabbis, or other persons whose position or duties in the religious organization the officer believes justify reliance and confidence and who the officer believes to be reliable and competent in the matters presented.

(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.

(4) An officer is not liable to the corporation, a member, or other person for an action taken or not taken as an officer if the officer acted in compliance with this section.

NEW SECTION. Sec. 827. RESIGNATION AND REMOVAL OF OFFICERS. (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is effective unless the notice specifies a future effective date. If a resignation is made effective at a future date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. In addition, the office may file a notification with the secretary of state.

(2) A board may remove an officer at any time with or without cause.

NEW SECTION. Sec. 828. CONTRACT RIGHTS OF OFFICERS. (1) The appointment of an officer does not itself create contract rights.

(2) An officer's removal does not affect the officer's contract rights with the corporation. An officer's resignation does not affect the corporation's contract rights with the officer.

NEW SECTION. Sec. 829. OFFICERS' AUTHORITY TO EXECUTE DOCUMENTS. A contract or other instrument in writing executed or entered into between a corporation and another person is not invalidated as to the corporation by a lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the contract or other instrument.

NEW SECTION. Sec. 830. DEFINITIONS FOR SECTIONS 830 THROUGH 838 OF THIS ACT. Unless the context clearly requires otherwise, the definitions in this section apply throughout sections 830 through 838 of this act.

(1) "Corporation" includes a domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(2) "Director" means an individual who is or was a director of a corporation or an individual who, while the director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also imposed duties on, or otherwise involved services by, the director to the plan or to the participants in or beneficiaries of the plan. "Director" includes the estate or personal representative of a director.

(3) "Expenses" include attorneys' fees.

(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses actually incurred with respect to a proceeding.

(5) "Official capacity" means:

(a) If used with respect to a director, the office of director in a corporation; and

(b) If used with respect to an individual other than a director, as contemplated in section 836 of this act, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for another foreign or domestic business or nonprofit corporation or a partnership, joint venture, trust, employee benefit plan, or enterprise.

(6) "Party" includes an individual who was or is threatened to be made a named defendant or respondent in a proceeding.

(7) "Proceeding" means a threatened, pending, or contemplated action, suit, or proceeding whether civil, criminal, administrative, or investigative and whether formal or informal.

NEW SECTION. Sec. 831. AUTHORITY TO INDEMNIFY. (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if the individual:

(a) Conducted himself or herself in good faith; and

(b) Reasonably believed:

(i) For conduct in the individual's official capacity with the corporation, that the individual's conduct was in the corporation's best interest; and

(ii) In all other cases, that the individual's conduct was at least not opposed to its best interest; and

(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interest of the participants in and beneficiaries of the plan, is conduct that satisfies subsection (1)(b)(ii) of this section.

(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this action.

(4) A corporation may not indemnify a director under this section:

(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(b) In connection with another proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.

(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

NEW SECTION. Sec. 832. MANDATORY INDEMNIFICATION. Unless limited by its articles of incorporation, a corporation shall indemnify a director who is wholly successful, on the merits or otherwise, in the defense of a proceeding to which the director was a party because the director is or was a director of the corporation against reasonable expenses actually incurred by the director in connection with the proceeding.

NEW SECTION. Sec. 833. ADVANCE FOR EXPENSES. (1) A corporation may pay or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:

(a) The director furnishes the corporation a written affirmation of his or her good faith belief that the director has met the standard of conduct described in section 831 of this act;

(b) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct; and

(c) A determination is made that the facts then known to those making the determination would not preclude indemnification under sections 830 through 838 of this act.

(2) The undertaking required under subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.

(3) Determinations and authorizations of payment under this section must be made in the manner specified in section 835 of this act.

NEW SECTION. Sec. 834. COURT-ORDERED INDEMNIFICATION. Unless limited by a corporation's articles of incorporation, a director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification in the amount it considers proper if it determines:

(1) The director is entitled to mandatory indemnification under section 832 of this act, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in section 831(1) of this act or was adjudged liable as described in section 831(4) of this act, but if the director was adjudged so liable, indemnification is limited to reasonable expenses incurred.

NEW SECTION. Sec. 835. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION. (1) A corporation may not indemnify a director under section 831 of this act unless authorized in the specific case after determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in section 831 of this act.

(2) The determination must be made:

(a) By the board of directors by majority vote if a quorum consisting of directors not at the time parties to the proceedings;

(b) If a quorum can not be obtained under (a) of this subsection, by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;

(i) Selected by the board of directors or its committee in the manner prescribed in (a) or (b) of this subsection; or

(ii) If a quorum of the board can not be obtained under (a) of this subsection and a committee can not be designated under (b) of this subsection, selected by a majority vote of the full board in which selection directors who are parties may participate; or

(d) By the members of a mutual benefit corporation, but directors who are at the time parties to the proceeding may not vote on the determination.

(3) Authorization of indemnification and evaluation as to reasonableness of expenses must be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel.

(4) A director of a public benefit corporation may not be indemnified until twenty days after the effective date of written notice to the attorney general of the proposed indemnification.

NEW SECTION. Sec. 836. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS. Unless limited by a corporation's articles of incorporation:

(1) An officer of the corporation who is not a director is entitled to mandatory indemnification under section 832 of this act, and is entitled to apply for court-ordered indemnification under section 834 of this act. In each case, to the same extent as a director;

(2) The corporation may indemnify and advance expenses under sections 830 through 838 of this act to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with public policy, that it may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

NEW SECTION. Sec. 837. INSURANCE. A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic business or nonprofit corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 831 or 832 of this act.

NEW SECTION. Sec. 838. APPLICATION OF SECTIONS 830 THROUGH 838 OF THIS ACT. (1) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution of its members or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with sections 830 through 838 of this act. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles.

(2) Sections 830 through 838 of this act do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with appearing as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.

PART IX

RESERVED

PART X

AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

NEW SECTION. Sec. 1001. AUTHORITY TO AMEND. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles or to delete a provision not required in the articles. Whether a provision is required or permitted in the articles is determined as of the effective date of the amendment.

NEW SECTION. Sec. 1002. AMENDMENT BY DIRECTORS. (1) Unless the articles provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles without member approval:

(a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;

(b) To delete the names and addresses of the initial directors;

(c) To delete the name and address of the initial registered agent or registered office if a statement of change is on file with the secretary of state;

(d) To change the corporate name by adding, deleting, or changing a geographical attribution to the name; or

(e) To make any other change expressly permitted by this title to be made by director action.

(2) If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's articles subject to approval required under section 1012 of this act. The corporation shall provide notice of a meeting at which an amendment is to be voted upon. The notice must be in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

NEW SECTION. Sec. 1003. AMENDMENT BY DIRECTORS AND MEMBERS. (1) Unless this title, the articles, bylaws, the members acting under subsection (2) of this section, or the board of directors acting under subsection (3) of this section require a greater vote or voting by class, an amendment to a corporation's articles to be adopted must be approved:

(a) By the board if the corporation is a public benefit or religious corporation and the amendment does not relate to the number of directors, the composition of the board, the term of office of directors, or the method or way in which directors are elected or selected;

(b) Except as provided in section 1002(1) of this act, by the members by either two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by a person or persons whose approval is required by a provision of the articles authorized under section 1012 of this act.

(2) The members may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or on another basis.

(3) If the board initiates an amendment to the articles or board approval is required under subsection (1) of this section to adopt an amendment to the articles, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or another basis.

(4) If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with section 705 of this act. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.

(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

NEW SECTION. Sec. 1004. CLASS VOTING BY MEMBERS ON AMENDMENTS. (1) The members of a class in a public benefit corporation may vote as a class on a proposed amendment to the articles if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

(2) The members of a class in a mutual benefit corporation may vote as a class on a proposed amendment to the articles if the amendment would:

(a) Affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer of memberships in a manner different than the amendment would affect another class;

(b) Change the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions, or conditions of another class;

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification, or termination of the memberships of that class; or

(f) Authorize a new class of memberships.

(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the articles only if a class vote is provided for in the articles or bylaws.

(4) If a class is to be divided into two or more classes as a result of an amendment to the articles of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(5) Except as provided in the articles or bylaws of a religious corporation, if a class vote is required to approve an amendment to the articles of a corporation, the amendment must be approved by the members of the class by either two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(6) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted by this section although the articles or bylaws provide that the class may not vote on the proposed amendment.

NEW SECTION. Sec. 1005. ARTICLES OF AMENDMENT. A corporation amending its articles shall deliver to the secretary of state articles of amendment setting forth:

(1) The name of the corporation;

(2) The text of each amendment adopted;

(3) The date of each amendment's adoption;

(4) If approval of members was not required, a statement to that effect and a statement that the amendment was approved by a sufficient vote of the board of directors or incorporators;

(5) If approval by members was required:

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the amendment, and number of votes of each class indisputably voting on the amendment; and

(b) Either the total number of votes cast for and against the amendment by each class entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each class and a statement that the number cast for the amendment by each class was sufficient for approval by that class; and

(6) If approval of the amendment by some person or persons other than the members, the board or the incorporators is required under section 1012 of this act, a statement that the approval was obtained.

NEW SECTION. Sec. 1006. RESTATED ARTICLES OF INCORPORATION. (1) A corporation's board of directors may restate its articles of incorporation at any time with or without approval by members or another person.

(2) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring approval by the members or another person, it must be adopted as provided in section 1003 of this act.

(3) If the restatement includes an amendment requiring approval by the members, the board must submit the restatement to the members for their approval.

(4) If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with section 705 of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(5) If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles.

(6) A restatement requiring approval by the members must be approved by the same vote as an amendment to articles under section 1003 of this act.

(7) If the restatement includes an amendment requiring approval under section 1012 of this act, the board must submit the restatement for such approval.

(8) A corporation restating its articles shall deliver to the secretary of state executed articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with an executed certificate setting forth:

(a) Whether the restatement contains an amendment to the articles requiring approval by the members or any other person other than the board of directors and, if it does not, that the board of directors adopted the restatement;

(b) If the restatement contains an amendment to the articles requiring approval by the members, the information required under section 1005 of this act; and

(c) If the restatement contains an amendment to the articles requiring approval by a person whose approval is required under section 1012 of this act, a statement that such approval was obtained.

(9) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

(10) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate of information required under subsection (8) of this section.

NEW SECTION. Sec. 1007. AMENDMENT PURSUANT TO JUDICIAL REORGANIZATION. (1) A corporation's articles may be amended without board approval or approval by the members or approval required under section 1012 of this act to carry out a plan of reorganization under federal statute if the articles after amendment contain only provisions required or permitted under section 202 of this act.

(2) The individual or individuals designated by the court shall deliver to the secretary of state articles of amendment setting forth:

(a) The name of the corporation;

(b) The text of each amendment approved by the court;

(d) The title of the reorganization proceeding in which the order or decree was entered; and

(e) A statement that the court had jurisdiction of the proceeding under federal statute.

(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

NEW SECTION. Sec. 1008. EFFECT OF AMENDMENT AND RESTATEMENT. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, a requirement or limitation imposed upon the corporation or property held by it by virtue of a trust upon which the property is held by the corporation, or the existing rights of persons other than members of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.

NEW SECTION. Sec. 1009. AMENDMENT BY DIRECTORS. If a corporation has no members, its incorporators, until directors have been chosen, and thereafter its board of directors, may adopt one or more amendments to the corporation's bylaws subject to any approval required under section 1012 of this act. The corporation shall provide notice of a meeting of directors at which an amendment is to be approved. The notice must be in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the bylaws and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time the amendment is adopted.

NEW SECTION. Sec. 1010. AMENDMENT BY DIRECTORS AND MEMBERS. (1) Unless this title, the articles, bylaws, the members acting under subsection (2) of this section, or the board of directors acting under subsection (3) of this section require a greater vote or voting by class, an amendment to a corporation's bylaws to be adopted must be approved:

(b) By the members by either two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by a person or persons whose approval is required by a provision of the articles authorized by section 1012 of this act.

(2) The members may condition the amendment's adoption on its receipt of a higher percentage of affirmative votes or on any other basis.

(3) If the board initiates an amendment to the bylaws or board approval is required under subsection (1) of this section to adopt an amendment to the bylaws, the board may condition the amendment's adoption on receipt of a higher percentage of affirmative votes or any other basis.

(5) If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendment.

NEW SECTION. Sec. 1011. CLASS VOTING BY MEMBERS ON AMENDMENTS. (1) The members of a class in a public benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would change the rights of that class as to voting in a manner different than such amendment affects another class or members of another class.

(2) The members of a class in a mutual benefit corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment would:

(d) Increase the number of memberships authorized for another class;

(e) Effect an exchange, reclassification, or termination of the memberships of that class; or

(f) Authorize a new class of memberships.

(3) The members of a class of a religious corporation are entitled to vote as a class on a proposed amendment to the bylaws only if a class vote is provided for in the articles or bylaws.

(4) If a class is to be divided into two or more classes as a result of an amendment to the bylaws of a public benefit or mutual benefit corporation, the amendment must be approved by the members of each class that would be created by the amendment.

(5) If a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(6) A class of members of a public benefit or mutual benefit corporation is entitled to the voting rights granted under this section although the bylaws provide that the class may not vote on the proposed amendment.

NEW SECTION. Sec. 1012. APPROVAL BY THIRD PERSONS. The articles may require an amendment to the articles or bylaws to be approved in writing by a specified person or persons other than the board. Such an article provision may only be amended with the approval in writing of the specified person or persons.

NEW SECTION. Sec. 1013. AMENDMENT TERMINATING MEMBERS OR REDEEMING OR CANCELING MEMBERSHIPS. (1) An amendment to the articles or bylaws of a public benefit or mutual benefit corporation that would terminate all members or a class of members or redeem or cancel all memberships or a class of memberships must meet the requirements of this title and this section.

(2) Before adopting a resolution proposing an amendment under subsection (1) of this section, the board of a mutual benefit corporation shall give notice of the general nature of the amendment to the members.

(3) After adopting a resolution proposing an amendment under subsection (1) of this section, the notice to members proposing the amendment must include one statement of up to five hundred words opposing the proposed amendment if the statement is submitted by either five members or members having three percent or more of the voting power, whichever is less, not later than twenty days after the board had voted to submit the amendment to the members for their approval. The requesting members shall pay the production and mailing costs in public benefit corporations. The corporation shall pay the production and mailing costs in mutual benefit corporations.

(4) An amendment under subsection (1) of this section must be approved by the members by two-thirds of the votes cast by each class.

(5) Section 610 of this act does not apply to an amendment meeting the requirements of this title and this section.

PART XI

MERGER

NEW SECTION. Sec. 1101. APPROVAL OF PLAN OF MERGER. (1) Subject to the limitations set forth in section 1102 of this act, one or more nonprofit corporations may merge into a business or nonprofit corporation if the plan of merger is approved or provided in section 1103 of this act.

(2) The plan of merger must set forth:

(a) The name of each corporation planning to merge and the name of the surviving corporation into which each plans to merge;

(b) The terms and conditions of the planned merger;

(c) The manner and basis, if any, of converting the memberships of each public benefit or religious corporation into memberships of the surviving corporation; and

(d) If the merger involves a mutual benefit corporation, the manner and basis, if any, of converting memberships of each merging corporation into memberships, obligations, or securities of the surviving or any other corporation or into cash or other property in whole or part.

(3) The plan of merger may set forth:

(a) Amendments to the articles of incorporation or bylaws of the surviving corporation to be effected by the planned merger; and

(b) Other provisions relating to the planned merger.

NEW SECTION. Sec. 1102. LIMITATIONS ON MERGERS BY PUBLIC BENEFIT OR RELIGIOUS CORPORATIONS. (1) Without the prior approval of the superior court in a proceeding of which the attorney general has been given notice, a public benefit or religious corporation may merge only with:

(a) A public benefit or religious corporation;

(b) A foreign corporation that would qualify under this title as a public benefit or religious corporation;

(c) A wholly owned foreign or domestic business or mutual benefit corporation, if the public benefit or religious corporation is the surviving corporation and continues to be a public benefit or religious corporation after the merger; or

(d) A business or mutual benefit corporation, if:

(i) On or before the effective date of the merger, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the public benefit corporation or the fair market value of the public benefit corporation if it were to be operated as a business concern are transferred or conveyed to one or more persons who would have received its assets under section 1406(1) (e) and (f) of this act had it dissolved;

(ii) It returns, transfers, or conveys assets held by it upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, in accordance with the condition; and

(iii) The merger is approved by a majority of directors of the public benefit or religious corporation who are not and will not become members or shareholders in or officers, employees, agents, or consultants of the surviving corporation.

(2) At least twenty days before consummation of a merger of a public benefit corporation or a religious corporation under subsection (1)(d) of this section, notice, including a copy of the proposed plan of merger, must be delivered to the attorney general.

(3) Without the prior written consent of the attorney general or of the superior court in a proceeding in which the attorney general has been given notice, a member of a public benefit or religious corporation may not receive or keep anything as a result of a merger other than a membership or membership in the surviving public benefit or religious corporation. The court shall approve the transaction if it is in the public interest.

NEW SECTION. Sec. 1103. ACTION ON PLAN BY BOARD, MEMBERS, AND THIRD PERSONS. (1) Unless this title, the articles, bylaws, or the board of directors or members acting under subsection (3) of this section require a greater vote or voting by class, a plan of merger to be adopted must be approved:

(a) By the board;

(b) By the members, if any, by either two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by a person or persons whose approval is required by a provision of the articles authorized under section 1012 of this act for an amendment to the articles or bylaws.

(2) If the corporation does not have members, the merger must be approved by a majority of the directors in office at the time the merger is approved. In addition, the corporation shall provide notice of a directors' meeting at which the approval is to be obtained in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed merger.

(3) The board may condition its submission of the proposed merger, and the members may condition their approval of the merger, on receipt of a higher percentage of affirmative votes or on any other basis.

(4) If the board seeks to have the plan approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 705 of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(5) If the board seeks to have the plan approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan. The copy or summary of the plan for members of the surviving corporation must include any provision that, if contained in a proposed amendment to the articles of incorporation or bylaws, would entitle members to vote on the provision. The copy or summary of the plan for members of the disappearing corporation must include a copy or summary of the articles and bylaws that will be in effect immediately after the merger takes effect.

(6) Voting by a class of members is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation or bylaws, would entitle the class of members to vote as a class on the proposed amendment under section 1004 or 1011 of this act. The plan is approved by a class of members by either two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

(7) After a merger is adopted, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to contractual rights, without further action by members or other persons who approved the plan in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.

NEW SECTION. Sec. 1104. ARTICLES OF MERGER. After a plan of merger is approved by the board of directors, and if required under section 1103 of this act, by the members and other persons, the surviving or acquiring corporation shall deliver to the secretary of state articles of merger setting forth:

(1) The plan of merger;

(2) If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board of directors;

(3) If approval by members was required:

(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class indisputably voting on the plan; and

(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of undisputed votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class;

(4) If approval of the plan by some person or persons other than the members or the board is required under section 1103(1)(c) of this act, a statement that the approval was obtained.

NEW SECTION. Sec. 1105. EFFECT OF MERGER. When a merger takes effect:

(1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;

(2) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment subject to all conditions to which the property was subject before the merger;

(3) The surviving corporation has all liabilities and obligations of each corporation party to the merger;

(4) A proceeding pending against a corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased; and

(5) The articles of incorporation and bylaws of the surviving corporation are amended to the extent provided in the plan of merger.

NEW SECTION. Sec. 1106. MERGER WITH FOREIGN CORPORATION. (1) Except as provided in section 1102 of this act, one or more foreign business or nonprofit corporations may merge with one or more domestic nonprofit corporations if:

(a) The merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

(b) The foreign corporation complies with section 1104 of this act if it is the surviving corporation of the merger; and

(c) Each domestic nonprofit corporation complies with the applicable provisions of sections 1101 through 1103 of this act and, if it is the surviving corporation of the merger, with section 1104 of this act.

(2) Upon the merger taking effect, the surviving foreign business or nonprofit corporation is deemed to have irrevocably appointed the secretary of state as its agent for service of process in any proceeding brought against it.

NEW SECTION. Sec. 1107. BEQUESTS, DEVISES, AND GIFTS. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent corporation and that takes effect or remains payable after the merger, inures to the surviving corporation unless the will or other instrument otherwise specifically provides.

PART XII

SALE OF ASSETS

NEW SECTION. Sec. 1201. SALE OF ASSETS IN REGULAR COURSE OF ACTIVITIES AND MORTGAGE OF ASSETS. (1) A corporation may on the terms and conditions and for the consideration determined by the board of directors:

(a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities; or

(b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities.

(2) Unless the articles require it, approval of the members or another person of a transaction described in subsection (1) of this section is not required.

NEW SECTION. Sec. 1202. SALE OF ASSETS OTHER THAN IN REGULAR COURSE OF ACTIVITIES. (1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized under subsection (2) of this section.

(2) Unless this title, the articles, bylaws, or the board of directors or members acting under subsection (4) of this section, require a greater vote or voting by class, the proposed transaction to be authorized must be approved:

(a) By the board;

(b) By the members by either two-thirds of the votes cast or a majority of the voting power, whichever is less; and

(c) In writing by a person or persons whose approval is required by a provision of the articles authorized under section 1012 of this act for an amendment to the articles or bylaws.

(3) If the corporation does not have members, the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of a directors' meeting at which the approval is to be obtained in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(4) The board may condition its submission of the proposed transaction, and the members may condition their approval of the transaction, on receipt of a higher percentage of affirmative votes or on any other basis.

(5) If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 705 of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction.

(6) If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of a description of the transaction.

(7) A public benefit or religious corporation shall give written notice to the attorney general twenty days before it sells, leases, exchanges, or otherwise disposes of all, or substantially all, of its property if the transaction is not in the usual and regular course of its activities unless the attorney general has given the corporation a written waiver of this subsection.

(8) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to contractual rights, without further action by the members or other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board of directors.

PART XIII

DISTRIBUTIONS

NEW SECTION. Sec. 1301. PROHIBITED DISTRIBUTIONS. Except as authorized under section 1302 of this act, a corporation may not make distributions.

NEW SECTION. Sec. 1302. AUTHORIZED DISTRIBUTIONS. (1) A mutual benefit corporation may purchase its memberships if after the purchase is completed:

(a) The corporation would be able to pay its debts as they become due in the usual course of its activities; and

(b) The corporation's total assets would at least equal the sum of its total liabilities.

(2) Corporations may make distributions upon dissolution in conformity with chapter --.-- RCW (sections 1401 through 1417 of this act).

PART XIV

DISSOLUTION

NEW SECTION. Sec. 1401. DISSOLUTION BY INCORPORATORS OR DIRECTORS AND THIRD PERSONS. (1) A majority of the incorporators or directors of a corporation that has no members may, subject to approval required by the articles or bylaws, dissolve the corporation by delivering to the secretary of state articles of dissolution.

(2) The corporation shall give notice of a meeting at which dissolution will be approved. The notice must be in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation.

(3) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

NEW SECTION. Sec. 1402. DISSOLUTION BY DIRECTORS, MEMBERS, AND THIRD PERSONS. (1) Unless this title, the articles, bylaws, or the board of directors or members, acting under subsection (3) of this section, require a greater vote or voting by class, dissolution is authorized if it is approved:

(a) By the board;

(b) By the members, if any, by either two-thirds of the votes cast or a majority of the voting power, whichever is less;

(c) In writing by a person or persons whose approval is required under the articles authorized under section 1012 of this act, or an amendment to the articles or bylaws.

(2) If the corporation does not have members, dissolution must be approved by a vote of the majority of the directors in office at the time the transaction is approved. In addition, the corporation shall provide notice of any directors' meeting at which the approval is to be obtained in accordance with section 816(3) of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(3) The board may condition its submission of the proposed dissolution, and the members may condition their approval of the dissolution on receipt of a higher percentage of affirmative votes or on another basis.

(4) If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with section 705 of this act. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.

(5) If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the plan of dissolution.

(6) The plan of dissolution must indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.

NEW SECTION. Sec. 1403. NOTICES TO THE ATTORNEY GENERAL. (1) A public benefit or religious corporation shall give the attorney general written notice that it intends to dissolve at or before the time it delivers articles of dissolution to the secretary of state. The notice must include a copy or summary of the plan of dissolution.

(2) An asset may not be transferred or conveyed by a public benefit or religious corporation as part of the dissolution process until twenty days after it has given the written notice required under subsection (1) of this section to the attorney general or until the attorney general has consented in writing to the dissolution, or indicated in writing that the attorney general will take no action in respect to, either the transfer or conveyance, whichever is earlier.

(3) When all or substantially all of the assets of a public benefit corporation have been transferred or conveyed following approval of dissolution, the board shall deliver to the attorney general a list showing those, other than creditors, to whom assets were transferred or conveyed. The list must indicate the addresses of each person, other than creditors, who received assets and indicate what assets each received.

NEW SECTION. Sec. 1404. ARTICLES OF DISSOLUTION. (1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state articles of dissolution setting forth:

(a) The name of the corporation;

(b) The date dissolution was authorized;

(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board of directors or incorporators;

(e) If approval by members was required:

(i) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on dissolution, and number of votes of each class indisputably voting on dissolution; and

(ii) Either the total number of votes cast for and against dissolution by each class entitled to vote separately on dissolution or the total number of undisputed votes cast for dissolution by each class and a statement that the number cast for dissolution by each class was sufficient for approval by that class;

(f) If approval of dissolution by some person or persons other than the members, the board, or the incorporators is required under section 1402(1)(c) of this act, a statement that the approval was obtained; and

(g) If the corporation is a public benefit or religious corporation, that the notice to the attorney general required under section 1403(1) of this act has been given.

(2) The secretary of state may not accept articles of dissolution for filing unless accompanied by a copy of a revenue clearance certificate issued under RCW 82.32.260.

(3) A corporation is dissolved upon the effective date of its articles of dissolution.

NEW SECTION. Sec. 1405. REVOCATION OF DISSOLUTION. (1) A corporation may revoke its dissolution within one hundred twenty days of the revocation's effective date.

(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without action by the members or another person.

(3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:

(a) The name of the corporation;

(b) The effective date of the dissolution that was revoked;

(d) If the corporation's board of directors or incorporators revoked the dissolution, a statement to that effect;

(e) If the corporation's board of directors revoked a dissolution authorized by the members alone or in conjunction with another person or persons, a statement that revocation was permitted by action of the board of directors alone pursuant to that authorization; and

(f) If a member or third person was required to revoke the dissolution, the information required under section 1404(1) (e) and (f) of this act.

(4) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.

(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its activities as if dissolution had never occurred.

NEW SECTION. Sec. 1406. EFFECT OF DISSOLUTION. (1) A dissolving corporation continues its corporate existence but may not carry on activities except those appropriate to wind up and liquidate its affairs, including:

(a) Preserving and protecting its assets and minimizing its liabilities;

(b) Discharging or making provision for discharging its liabilities and obligations;

(d) Returning, transferring, or conveying assets held by the corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition;

(e) Transferring, subject to contractual legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;

(f) If the corporation is a public benefit or religious corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring, subject to contractual or legal requirement, its assets:

(i) To one or more persons described in section 501(c)(3) of the internal revenue code of 1954; or

(ii) If the dissolved corporation is not described in section 501(c)(3) of the internal revenue code of 1954, to one or more public benefit or religious corporations;

(g) If the corporation is a mutual benefit corporation and no provision has been made in its articles or bylaws for distribution of assets on dissolution, transferring its assets to its members or, if it has no members, to those persons whom the corporation holds itself out as benefiting or serving; and

(h) Doing every other act necessary to wind up and liquidate its assets and affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation's property;

(b) Subject its directors or officers to standards of conduct different from those prescribed in chapter --.-- RCW (sections 801 through 838 of this act);

(c) Change: Quorum or voting requirements for its board or members; provisions for selection, resignation, or removal of either its directors or officers, or both; or provisions for amending its bylaws;

(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;

(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or

(f) Terminate the authority of the registered agent.

NEW SECTION. Sec. 1407. KNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (1) A dissolved corporation may dispose of the known claims against it by following the procedure described in this section.

(2) The dissolved corporation shall notify its known claimants in writing of the dissolution at any time after the dissolution's effective date. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the written notice, by which the dissolved corporation must receive the claim; and

(d) State that the claim will be barred if not received by the deadline.

(3) A claim against the dissolved corporation is barred:

(a) If a claimant who was given written notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.

(4) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

NEW SECTION. Sec. 1408. UNKNOWN CLAIMS AGAINST DISSOLVED CORPORATION. (1) A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the corporation present them in accordance with the notice.

(2) The notice must:

(a) Be published one time in a newspaper of general circulation in the county where the dissolved corporation's principal office or, if none in the state of Washington, its registered office is or was last located;

(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(c) State that a claim against the corporation will be barred unless a proceeding to enforce the claim is commenced within five years after publication of the notice.

(3) If the dissolved corporation publishes a newspaper notice under subsection (2) of this section, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within five years after the publication date of the newspaper notice:

(a) A claimant who did not receive written notice under section 1407 of this act;

(b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; and

(4) A claim may be enforced under this section:

(a) Against the dissolved corporation, to the extent of its undistributed assets; or

(b) If the assets have been distributed in liquidation, against a person, other than a creditor of the corporation, to whom the corporation distributed its property to the extent of either the distributee's pro rata share of the claim or the corporate assets distributed to such person in liquidation, whichever is less, but the distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee.

NEW SECTION. Sec. 1409. GROUNDS FOR ADMINISTRATIVE DISSOLUTION. The secretary of state may commence a proceeding under section 1410 of this act to administratively dissolve a corporation if:

(1) The corporation does not pay within sixty days after they are due any taxes or penalties imposed by this title or other law;

(2) The corporation does not deliver its annual report to the secretary of state within sixty days after it is due;

(3) The corporation is without a registered agent or registered office in this state for sixty days or more;

(4) The corporation does not notify the secretary of state within sixty days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or

(5) The corporation's period of duration, if any, stated in its articles of incorporation expires.

NEW SECTION. Sec. 1410. PROCEDURE FOR AND EFFECT OF ADMINISTRATIVE DISSOLUTION. (1) Upon determining that one or more grounds exist under section 1409 of this act for dissolving a corporation, the secretary of state shall serve the corporation with written notice of that determination by first class mail, addressed to the registered agent or to the secretary of the corporation at its principal office as it appears on the records of the secretary of state.

(2) If the corporation does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist within at least sixty days after service of the notice is perfected under subsection (1) of this section, the secretary of state may administratively dissolve the corporation by signing a certificate of dissolution that recites the ground or grounds for dissolution and its effective date. The secretary of state shall file the original certificate and serve a copy on the corporation under subsection (1) of this section.

(3) A corporation administratively dissolved continues its corporate existence but may not carry on any activities except those necessary to wind up and liquidate its affairs under section 1406 of this act and notify its claimants under sections 1407 and 1408 of this act.

(4) The administrative dissolution of a corporation does not terminate the authority of its registered agent.

NEW SECTION. Sec. 1411. REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. (1) A corporation administratively dissolved under section 1410 of this act may apply to the secretary of state for reinstatement within three years after the effective date of dissolution. The application must:

(a) Recite the name of the corporation and the effective date of its administrative dissolution;

(b) State that the ground or grounds for dissolution either did not exist or have been eliminated;

(d) If the secretary of state included the failure of the corporation to pay any tax or penalty as a ground for administrative dissolution, contain a certificate from the appropriate taxing authority reciting that all taxes owed by the corporation have been paid.

(2) If the secretary of state determines that the application contains the information required under subsection (1) of this section and that the information is correct, the secretary of state shall cancel the certificate of dissolution and prepare a certificate of reinstatement reciting that determination and the effective date of reinstatement, file the original of the certificate, and serve a copy on the corporation under section 1410(1) of this act.

(3) When reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution and the corporation may resume carrying on its activities as if the administrative dissolution had never occurred.

NEW SECTION. Sec. 1412. APPEAL FROM DENIAL OF REINSTATEMENT. (1) The secretary of state, upon denying a corporation's application for reinstatement following administrative dissolution, shall serve the corporation under section 1410(1) of this act with a written notice that explains the reason or reasons for denial.

(2) The corporation may appeal the denial of reinstatement to the superior court of Thurston county or of the county in which the corporation's principal office or, if none in the state of Washington, the registered office is located within ninety days after service of the notice of denial is perfected. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's certificate of dissolution, the corporation's application for reinstatement, and the secretary of state's notice of denial.

(3) The court may summarily order the secretary of state to reinstate the dissolved corporation or may take other action the court considers appropriate.

(4) The court's final decision may be appealed as in other civil proceedings.

NEW SECTION. Sec. 1413. GROUNDS FOR JUDICIAL DISSOLUTION. (1) The superior court may dissolve a corporation:

(a) In a proceeding by the attorney general if it is established that:

(i) The corporation obtained its articles of incorporation through fraud;

(ii) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(iii) The corporation is a public benefit corporation and the corporate assets are being misapplied or wasted; or

(iv) The corporation is a public benefit corporation and is no longer able to carry out its purposes;

(b) Except as provided in the articles or bylaws of a religious corporation, in a proceeding by either fifty members or members holding five percent of the voting power, whichever is less, or by a director or a person specified in the articles, if it is established that:

(i) The directors are deadlocked in the management of the corporate affairs and the members, if any, are unable to breach the deadlock;

(ii) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

(iii) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired;

(iv) The corporate assets are being misapplied or wasted; or

(v) The corporation is a public benefit or religious corporation and is no longer able to carry out its purposes;

(i) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

(ii) The corporation has admitted in writing that the creditor's claim is due and owing and the corporation is insolvent; or

(d) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

(2) Before dissolving a corporation, the court shall consider whether:

(a) There are reasonable alternatives to dissolution;

(b) Dissolution is in the public interest if the corporation is a public benefit corporation; and

(c) Dissolution is the best way of protecting the interest of members, if the corporation is a mutual benefit corporation.

NEW SECTION. Sec. 1414. PROCEDURE FOR JUDICIAL DISSOLUTION. (1) Venue for a proceeding brought under section 1413 of this act lies in Thurston county or in the county where a corporation's principal office or, if none in the state of Washington, its registered office is or was last located.

(2) It is not necessary to make directors or members parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pen dente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.

(4) A person other than the attorney general who brings an involuntary dissolution proceeding for a public benefit or religious corporation shall without delay give notice of the proceeding to the attorney general who may intervene as of right.

NEW SECTION. Sec. 1415. RECEIVERSHIP OR CUSTODIANSHIP. (1) A court in a judicial proceeding brought to dissolve a public benefit or a municipal benefit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the corporation. The court shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the corporation and all of its property wherever located.

(2) The court may appoint an individual, or a domestic or foreign business or nonprofit corporation authorized to transact business in this state, as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:

(a) The receiver:

(i) May dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court. However, the receiver's power to dispose of the assets of the corporation is subject to any trust and other restrictions that would be applicable to the corporation; and

(ii) May sue and defend in the receiver's or custodian's name as receiver or custodian of the corporation in all courts of this state; and

(b) The custodian may exercise all of the powers of the corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the corporation in the best interests of its members and creditors.

(4) The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the corporation, its members, and creditors.

(5) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and the receiver or custodian's counsel from the assets of the corporation or proceeds from the sale of the assets.

NEW SECTION. Sec. 1416. DECREE OF DISSOLUTION. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 1413 of this act exist, the court may enter a decree dissolving the corporation and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the decree to the secretary of state, who shall file the copy.

(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation's affairs under section 1406 of this act and the notification of its claimants under sections 1407 and 1408 of this act.

NEW SECTION. Sec. 1417. DEPOSIT WITH STATE TREASURER. (1) Assets of a dissolved corporation that should be transferred to a creditor, claimant, or member of the corporation who cannot be found or who is not competent to receive them must be reduced to cash subject to known trust restrictions and deposited with the state treasurer for safe keeping. However, in the state treasurer's discretion property may be received and held in kind. When the creditor, claimant, or member furnishes satisfactory proof of entitlement to the amount deposited or property held in kind, the state treasurer shall deliver to the creditor, member, or other person or his or her representative that amount of property.

(2) All money or other property remaining unclaimed for five years after deposit escheats to the state for the benefit of the permanent school fund. It is not necessary to have the escheat adjudged in a suit or action.

PART XV

FOREIGN CORPORATIONS

NEW SECTION. Sec. 1501. AUTHORITY TO TRANSACT BUSINESS REQUIRED. (1) A foreign corporation may not transact business in the state of Washington until it obtains a certificate of authority from the secretary of state.

(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:

(a) Maintaining, defending, or settling a proceeding;

(b) Holding meetings of the board of directors or members or carrying on other activities concerning internal corporate affairs;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities or maintaining trustees or depositaries with respect to those securities;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the state of Washington before they become contracts;

(g) Creating or acquiring indebtedness, mortgages, and security interests in property securing debts;

(h) Securing or collecting debts or enforcing mortgages and security interests in property securing debts;

(i) Owning, without more, real or personal property;

(j) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; and

(k) Transacting business in interstate commerce.

(3) The list of activities in subsection (2) of this section is not exhaustive.

NEW SECTION. Sec. 1502. CONSEQUENCES OF TRANSACTING BUSINESS WITHOUT AUTHORITY. (1) A foreign corporation transacting business in this state without a certificate of authority may not maintain a proceeding in a court in the state of Washington until it obtains a certificate of authority.

(2) The successor to a foreign corporation that transacted business in this state without a certificate of authority and the assignee of a cause of action arising out of that business may not maintain a proceeding on that cause of action in a court in the state of Washington until the foreign corporation or its successor obtains a certificate of authority.

(3) A court may stay a proceeding commenced by a foreign corporation, its successor, or assignee until it determines whether the foreign corporation or its successor requires a certificate of authority. If it so determines, the court may further stay the proceeding until the foreign corporation or its successor obtains the certificate.

(4) A foreign corporation that transacts business in the state of Washington without a certificate of authority is liable to this state, for the years or parts of years during which it transacted business in this state without a certificate of authority, in an amount equal to all fees that would have been imposed under this title upon the corporation had it applied for and received a certificate of authority as required under this title and thereafter filed all reports required under this title, plus all penalties imposed under this title for failure to pay the fees.

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign corporation to obtain a certificate of authority does not impair the validity of its corporate acts or prevent it from defending a proceeding in this state.

NEW SECTION. Sec. 1503. APPLICATION FOR CERTIFICATE OF AUTHORITY. (1) A foreign corporation may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state. The application must set forth:

(a) The name of the foreign corporation or, if its name is unavailable for use in this state, a corporate name that satisfies section 1506 of this act;

(b) The name of the state or country under whose law it is incorporated;

(d) The street address of its principal office;

(e) The address of its registered office in this state and the name of its registered agent at that office;

(f) The names and usual business or home addresses of its current directors and officers;

(g) Whether the foreign corporation has members; and

(h) Whether the corporation, if it had been incorporated in the state of Washington, would be a public benefit, mutual benefit, or religious corporation.

(2) The foreign corporation must deliver with the completed application a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.

NEW SECTION. Sec. 1504. AMENDED CERTIFICATE OF AUTHORITY. (1) A foreign corporation authorized to transact business in this state shall obtain an amended certificate of authority from the secretary of state if it changes:

(a) Its corporate name;

(b) The period of its duration; or

(2) The requirements of section 1503 of this act for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

NEW SECTION. Sec. 1505. EFFECT OF CERTIFICATE OF AUTHORITY. (1) A certificate of authority authorizes the foreign corporation to which it is issued to transact business in the state of Washington subject, however, to the right of the state to revoke the certificate as provided in this title.

(2) A foreign corporation with a valid certificate of authority has the same rights and enjoys the same privileges as and, except as otherwise provided by this title, is subject to the same duties, restrictions, penalties, and liabilities of a domestic corporation of like character.

(3) This title does not authorize this state to regulate the organization or internal affairs of a foreign corporation authorized to transact business in the state of Washington.

NEW SECTION. Sec. 1506. CORPORATE NAME OF FOREIGN CORPORATION. (1) If the corporate name of a foreign corporation does not satisfy section 401 of this act, the foreign corporation, to obtain or maintain a certificate of authority to transact business in the state of Washington, may use a fictitious name to transact business in this state if its real name is unavailable and it delivers to the secretary of state for filing a copy of the resolution of its board of directors, certified by its secretary, adopting the fictitious name.

(2) Except as authorized under subsections (3) and (4) of this section, the corporate name, including a fictitious name, of a foreign corporation must be distinguishable upon the records of the secretary of state from:

(a) The corporate name of a nonprofit or business corporation incorporated or authorized to do business in Washington;

(b) A domestic or foreign limited liability company or limited partnership;

(c) A corporate name reserved or registered under section 402 or 403 of this act, RCW 23B.04.020, 23B.04.030, or 25.15.015; and

(d) The fictitious name of another foreign business or nonprofit corporation authorized to transact business in Washington.

(3) A foreign corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the secretary of state's records from the name applied for. The secretary of state shall authorize use of the name applied for if:

(a) The other entity consents to the use in writing and submits an undertaking in form satisfactory to the secretary of state to change its name to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or

(4) A corporation may use the name, including the fictitious name, of another domestic or foreign business or nonprofit corporation that is used in the state of Washington if the other corporation is incorporated or authorized to do business in the state of Washington and the proposed user corporation:

(a) Has merged with the corporation;

(b) Has been formed by reorganization of the other corporation; or

(5) If a foreign corporation authorized to transact business in this state changes its corporate name to one that does not satisfy section 401 of this act, it may not transact business in this state under the changed name until it adopts a name satisfying section 401 of this act and obtains an amended certificate of authority under section 1504 of this act.

NEW SECTION. Sec. 1507. REGISTERED OFFICE AND REGISTERED AGENT OF FOREIGN CORPORATION. (1) A foreign corporation authorized to transact business in this state shall continuously maintain in this state:

(a) A registered office with the same address as that of its registered agent; and

(b) A registered agent, who may be:

(i) An individual who resides in this state and whose office is identical with the registered office;

(ii) A domestic business or nonprofit corporation or limited liability company whose office is identical with the registered office; or

(iii) A foreign business or nonprofit corporation authorized to transact business in the state of Washington whose office is identical with the registered office.

(2) The registered office must satisfy the requirements of RCW 23B.15.070(1)(a).

NEW SECTION. Sec. 1508. CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT OF FOREIGN CORPORATION. (1) A foreign corporation authorized to transact business in the state of Washington may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:

(a) Its name;

(b) If the current registered office is to be changed, the street address of its new registered office;

(c) If the current registered agent is to be changed, the name of its new registered agent and the new agent's written consent, either on the statement or attached to it, to the appointment; and

(d) That after the change or changes are made, the street addresses of its registered office and the office of its registered agent will be identical.

(2) If a registered agent changes the street address of its business office, the agent may change the address of the registered office of a foreign corporation for which the agent is the registered agent by notifying the corporation in writing of the change and signing, either manually or in facsimile, and delivering to the secretary of state for filing a statement of change that complies with subsection (1) of this section and recites that the corporation has been notified of the change.

NEW SECTION. Sec. 1509. RESIGNATION OF REGISTERED AGENT OF FOREIGN CORPORATION. (1) The registered agent of a foreign corporation may resign as agent by signing and delivering to the secretary of state for filing the original and an exact or conformed copy of a statement of resignation. The statement of resignation may include a statement that the registered office is also discontinued.

(2) After filing the statement the secretary of state shall mail the copy to the foreign corporation at its principal office address shown in its most recent annual report.

(3) The agency is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date on which the statement was filed.

NEW SECTION. Sec. 1510. WITHDRAWAL OF FOREIGN CORPORATION. (1) A foreign corporation authorized to transact business in the state of Washington may not withdraw from this state until it obtains a certificate of withdrawal from the secretary of state.

(2) A foreign corporation authorized to transact business in the state of Washington may apply for a certificate of withdrawal by delivering an application to the secretary of state for filing. The application must set forth:

(a) The name of the foreign corporation and the name of the state or country under whose law it is incorporated;

(b) That it is not transacting business in the state of Washington and that it surrenders its authority to transact business in the state of Washington;

(c) That it revokes the authority of its registered agent to accept service of process in a proceeding based on a cause of action arising during the time it was authorized to do business in this state;

(d) A mailing address to which the secretary of state may mail a copy of a process served on the secretary of state under subsection (3) of this section; and

(e) A commitment to notify the secretary of state in the future of any change in the mailing address.

(3) The secretary of state may not accept articles of dissolution for filing unless accompanied by a copy of a revenue clearance certificate issued under RCW 82.32.260.

(4) After the withdrawal of the corporation is effective, service of process on the secretary of state under this section is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the foreign corporation at the post office address set forth in its application for withdrawal or subsequent update.

NEW SECTION. Sec. 1511. GROUNDS FOR REVOCATION. (1) The secretary of state may commence a proceeding under section 1512 of this act to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(a) The foreign corporation does not deliver the annual report to the secretary of state within sixty days after it is due;

(b) The foreign corporation does not pay within sixty days after they are due franchise taxes or penalties imposed under this title or other law;

(d) The foreign corporation does not inform the secretary of state under section 1508 or 1509 of this act that its registered agent or registered office has changed, that its registered agent has resigned, or that its registered office has been discontinued within ninety days of the change, resignation, or discontinuance;

(e) An incorporator, director, officer, or agent of the foreign corporation signed a document the person knew was false in a material respect with intent that the document be delivered to the secretary of state for filing; or

(f) The secretary of state received a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign corporation is incorporated stating that it has been dissolved or disappeared as the result of a merger.

(2) The attorney general may commence a proceeding under section 1512 of this act to revoke the certificate of authority of a foreign corporation authorized to transact business in this state if:

(a) The corporation has continued to exceed or abuse the authority conferred upon it by law;

(b) The corporation would have been a public benefit corporation had it been incorporated in the state of Washington and its corporate assets in this state are being misapplied or wasted; or

(c) The corporation would have been a public benefit corporation had it been incorporated in the state of Washington and it is no longer able to carry out its purposes.

NEW SECTION. Sec. 1512. PROCEDURE AND EFFECT OF REVOCATION. (1) The secretary of state, upon determining that one or more grounds exist under section 1511(1) of this act for revocation of a certificate of authority shall serve the foreign corporation with written notice of that determination by registered or certified mail, return receipt requested, addressed to the registered agent or to the secretary of the corporation at its principal office as it appears on the records of the secretary of state.

(2) The attorney general upon determining that one or more grounds exist under section 1511(2) of this act for revocation of a certificate of authority shall request the secretary of state to serve, and the secretary of state shall serve, the foreign corporation with written notice of that determination as provided in subsection (1) of this section.

(3) If the foreign corporation does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state or attorney general that each ground for revocation determined by the secretary of state or attorney general does not exist within sixty days after service of the notice is perfected under subsection (1) of this section, the secretary of state may revoke the foreign corporation's certificate of authority by signing a certificate of revocation that recites the ground or grounds for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign corporation under subsection (1) of this section.

(4) The authority of a foreign corporation to transact business in the state of Washington ceases on the date shown on the certificate revoking its certificate of authority.

(5) The secretary of state's revocation of a foreign corporation's certificate of authority appoints the secretary of state the foreign corporation's agent for service of process in a proceeding based on a cause of action that arose during the time the foreign corporation was authorized to transact business in this state. Service of process on the secretary of state under this subsection is service on the foreign corporation. Upon receipt of process, the secretary of state shall mail a copy of the process to the secretary of the foreign corporation at its principal office shown in its most recent annual report or in any subsequent communications received from the corporation stating the current mailing address of its principal office, or, if none are on file, in its application for a certificate of authority.

(6) Revocation of a foreign corporation's certificate of authority does not terminate the authority of the registered agent of the corporation.

NEW SECTION. Sec. 1513. APPEAL FROM REVOCATION. (1) A foreign corporation may appeal the secretary of state's revocation of its certificate of authority to the superior court of Thurston county within thirty days after the service of the certificate of revocation is perfected under section 1512(1) of this act. The foreign corporation appeals by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of authority and the secretary of state's certificate of revocation.

(2) The court may summarily order the secretary of state to reinstate the certificate of authority or may take any other action the court considers appropriate.

(3) The court's final decision may be appealed as in other civil proceedings.

PART XVI

RECORDS AND REPORTS

NEW SECTION. Sec. 1601. CORPORATE RECORDS. (1) A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members or directors without a meeting, and a record of all actions taken by committees of the board of directors as authorized under section 819(4) of this act.

(2) A corporation shall maintain appropriate accounting records.

(3) A corporation or its agent shall maintain a record of its members in a form that permits preparation of a list of the name and address of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.

(4) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

(5) A corporation shall keep a copy of the following records at its principal office:

(a) Its articles or restated articles of incorporation and all amendments to them currently in effect;

(b) Its bylaws or restated bylaws and all amendments to them currently in effect;

(c) Resolutions adopted by its board of directors relating to the characteristics, qualifications, rights, limitations, and obligations of members or any class or category of members;

(d) The minutes of all meetings of members for the past three years;

(e) All written communications to members generally within the past three years, including the financial statements furnished for the past three years under section 1606 of this act;

(f) A list of the names and business or home addresses of its current directors and officers; and

(g) Its most recent annual report delivered to the secretary of state under section 1608 of this act.

NEW SECTION. Sec. 1602. INSPECTION OF RECORDS BY MEMBERS. (1) Subject to subsection (5) of this section and section 1603(3) of this act, a member may inspect and copy, at a reasonable time and location specified by the corporation, the records of the corporation described in section 1601(5) of this act if the member gives the corporation written notice or a written demand at least five business days before the date on which the member wishes to inspect and copy.

(2) Subject to subsection (5) of this section, a member may inspect and copy, at a reasonable time and location specified by the corporation, any of the following records of the corporation if a member meets the requirements of subsection (3) of this section and gives the corporation written notice at least five business days before the date on which the member wishes to inspect and copy:

(a) Excerpts from records required to be maintained under section 1601(1) of this act, to the extent not subject to inspection under section 1602(1) of this act;

(b) Accounting records of the corporation; and

(3) A member may inspect and copy the records identified in subsection (2) of this section only if:

(a) The member's demand is made in good faith and for a proper purpose;

(b) The member describes with reasonable particularity the purpose and the records the member desires to inspect; and

(4) This section does not affect:

(a) The right of a member to inspect records under section 709 of this act or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

(b) The power of a court, independently of this title, to compel the production of corporate records for examination.

(5) The articles or bylaws of a religious corporation may limit or abolish the right of a member under this section to inspect and copy any corporate record.

NEW SECTION. Sec. 1603. SCOPE OF INSPECTION RIGHTS. (1) A member's agent or attorney has the same inspection and copying rights as the member the agent or attorney represents.

(2) The right to copy records under section 1602 of this act includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

(3) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

(4) The corporation may comply with a member's demand to inspect the record of members under section 1602(2)(c) of this act by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

NEW SECTION. Sec. 1604. COURT-ORDERED INSPECTION. (1) If a corporation does not allow a member who complies with section 1602(1) of this act to inspect and copy any records required under section 1602(1) of this act to be available for inspection, the superior court in the county where the corporation's principal office or, if none in the state of Washington, its registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

(2) If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with section 1602 (2) and (3) of this act may apply to the superior court in the county where the corporation's principal office or, if none in the state of Washington, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

(3) If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

(4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.

NEW SECTION. Sec. 1605. LIMITATIONS ON USE OF MEMBERSHIP LIST. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by a person for a purpose unrelated to a member's interest as a member. Without limiting the generality of the previous sentence, without the consent of the board a membership list or a part thereof may not be:

(1) Used to solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

(2) Used for a commercial purpose; or

(3) Sold to or purchased by a person.

NEW SECTION. Sec. 1606. FINANCIAL STATEMENTS FOR MEMBERS. (1) Except as provided in the articles or bylaws of a religious corporation, a corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

(2) If annual financial statements are reported upon by a public accountant, the account's report must accompany them. If not, the statements must be accompanied by the statement of the president or the person responsible for the corporation's financial accounting records:

(a) Stating the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles, and, if not, describing the basis of preparation; and

(b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

NEW SECTION. Sec. 1607. REPORT OF INDEMNIFICATION TO MEMBERS. If a corporation indemnifies or advances expenses to a director under section 831, 832, 833, or 834 of this act in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

NEW SECTION. Sec. 1608. ANNUAL REPORT FOR SECRETARY OF STATE. (1) A domestic corporation or foreign corporation authorized to transact business in this state shall deliver to the secretary of state an annual report on a form prescribed and furnished by the secretary of state that sets forth:

(a) The name of the corporation and the state or country under whose law it is incorporated;

(b) The address of its registered office and the name of its registered agent at the office in the state of Washington;

(d) The names and business or residence addresses of its directors and principal officers;

(e) A brief description of the nature of its activities;

(f) Whether or not it has members;

(g) The corporation's unified business identifier number;

(h) If it is a domestic corporation, whether it is a public benefit, mutual benefit, or religious corporation; and

(i) If it is a foreign corporation, whether it would be a public benefit, mutual benefit, or religious corporation had it been incorporated in the state of Washington.

(2) The information in the annual report must be current on the date the annual report is executed on behalf of the corporation. It must be executed by the corporation by an officer of the corporation or, if the corporation is in the hands of a receiver or trustee, it must be executed on behalf of the corporation by the receiver or trustee.

(3) The secretary of state may provide by rule adopted under chapter 34.05 RCW:

(a) That a biennial filing complies with this section as to all or a category of corporations;

(b) That correction or updating of information appearing on previous annual or biennial filings is sufficient to constitute the current filing; or

(c) For the coordination or consolidation of reports required by this section with any filings required by chapter 11.110 or 19.09 RCW.

PART XVII

TRANSITION PROVISIONS

NEW SECTION. Sec. 1701. APPLICATION TO EXISTING DOMESTIC CORPORATIONS. (1) This title applies to all domestic corporations that were incorporated under the following chapters as of the effective date of the repeal of the statute under which the chapters were incorporated is repealed, as indicated:

(a) Chapter 24.03 RCW as of the effective date of section 2103 of this act;

(b) Chapter 24.06 RCW as of the effective date of section 2104 of this act;

(d) Chapter 24.20 RCW as of the effective date of section 2106 of this act;

(e) Chapter 24.24 RCW as of the effective date of section 2107 of this act;

(f) Chapter 24.28 RCW as of the effective date of section 2108 of this act; and

(g) Any other chapter or statute authorizing incorporation on a nonprofit basis, but not to municipal corporations.

(2) This title applies to a domestic corporation in existence on its effective date that was incorporated under any of the following statutes upon the corporation's filing an irrevocable election with the secretary of state electing to have this title applied to it or electing to have all the provisions of this title applied to it to the extent consistent with the law then governing it, or as provided in section 2012 or 2013 of this act or RCW 24.36.090:

(a) Chapter 24.34 RCW; and

(b) Chapter 24.36 RCW.

NEW SECTION. Sec. 1702. APPLICATION TO QUALIFIED FOREIGN CORPORATIONS. A foreign corporation authorized to transact business in this state on the effective date of this section is not required to obtain a new certificate of authority to transact business under this title.

NEW SECTION. Sec. 1703. SAVING PROVISIONS. (1) Except as provided in subsections (2) and (3) of this section, the repeal of a statute under chapter . . ., Laws of 1995 (this act) does not affect:

(a) The operation of the statute or an action taken under it before its repeal;

(b) A ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal;

(c) A violation of the statute or a penalty, forfeiture, or punishment incurred because of the violation, before its repeal;

(d) A proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed; or

(e) A meeting of members or directors or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or directors or action by written consent.

(2) If a penalty or punishment imposed for violation of a statute repealed under chapter . . ., Laws of 1995 (this act) is reduced under chapter . . ., Laws of 1995 (this act), the penalty or punishment if not already imposed must be imposed in accordance with chapter . . ., Laws of 1995 (this act).

(3) A corporation in existence as of the effective date of this section may waive a right or privilege preserved under subsection (1) of this section by filing an irrevocable election with the secretary of state electing to have this title applied to it. The filing of an amendment to or restatement of the articles of incorporation, or articles of merger, under this title must be construed to constitute such an election.

NEW SECTION. Sec. 1704. TRANSITION PROCEDURE. The secretary of state may provide by rule adopted under chapter 34.05 RCW the procedure by which a corporation may file an election to have this title apply to it under this chapter.

NEW SECTION. Sec. 1705. PUBLIC BENEFIT, MUTUAL BENEFIT, AND RELIGIOUS CORPORATIONS. A domestic corporation that becomes subject to this title under this chapter shall be designated as a public benefit, mutual benefit, or religious corporation as follows:

(1) A corporation designated by statute as a public benefit corporation, a mutual benefit corporation, or a religious corporation is the type of corporation designated by statute;

(2) A corporation that does not come under subsection (1) of this section but is organized primarily or exclusively for religious purposes is a religious corporation;

(3) A corporation that does not come under subsection (1) or (2) of this section but that is recognized as exempt under section 501(c)(3) of the internal revenue code of 1954, or any successor section, is a public benefit corporation;

(4) A corporation that does not come under subsection (1), (2), or (3) of this section but that is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state, or a person that is recognized as exempt under section 501(c)(3) of the internal revenue code of 1954, or any successor section, is a public benefit corporation; and

(5) A corporation that does not come under subsection (1), (2), (3), or (4) of this section is a mutual benefit corporation.

AMENDATORY PROVISIONS AND PROVISIONS ADDING

NEW SECTIONS TO OTHER TITLES

Sec. 2001. RCW 11.110.020 and 1985 c 30 s 114 are each amended to read as follows:

When used in this chapter, unless the context otherwise requires:

(1) "Person" means an individual, organization, group, association, partnership, corporation, or any combination of them.

(2)(a) "Trustee" means ((~~(1)~~)):

(i) Any person holding property in trust for a public charitable purpose; except the United States, its states, territories, and possessions, the District of Columbia, Puerto Rico, and their agencies and subdivisions; and ((~~(2)~~))

(ii) A corporation formed for the administration of a charitable trust or holding assets subject to ((~~limitations~~)) trust, permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes((~~: PROVIDED, That~~)), except as provided in (b) and (c) of this subsection.

(b) The term "trustee" does not apply to ((~~(a)~~)):

(i) Religious corporations duly organized and operated in good faith as religious organizations, which have received a declaration of current tax exempt status from the government of the United States; their duly organized branches or chapters; and charities, agencies, and organizations affiliated with and forming an integral part of said organization, or operated, supervised, or controlled directly by such religious corporations nor any officer of any such religious organization who holds property for religious purposes((~~: PROVIDED, That~~)). However, if such organization has not received from the United States government a declaration of current tax exempt status prior to the time it receives property under the terms of a charitable trust, this exemption shall be applicable for two years only from the time of receiving such property, or until such tax exempt status is finally declared, whichever is sooner; or ((~~(b)~~))

(ii) An educational institution which is nonprofit and charitable, having a program of primary, secondary, or collegiate instruction comparable in scope to that of any public school or college operated by the state of Washington or any of its school districts.

(c) A public benefit nonprofit corporation does not become a trustee by virtue of holding legal title to property of the corporation under terms limiting its use to charitable purposes for which the public benefit corporation is organized, unless the terms of the conveyance to the corporation or other governing instrument provide for conveyance in trust. Property received pursuant to charitable solicitations governed by chapter 19.09 RCW are presumed to have been conveyed in trust, subject to such exceptions as the secretary of state may and does prescribe by rule under chapter 34.05 RCW.

Sec. 2002. RCW 23.86.090 and 1989 c 307 s 23 are each amended to read as follows:

(1) The articles of incorporation may be amended by a majority vote of the members voting thereon, at any regular meeting or at any special meeting called for that purpose, after notice of the proposed amendment has been given to all members entitled to vote thereon, in the manner provided by the bylaws((~~: PROVIDED, That~~)). However, if the total vote upon the proposed amendment shall be less than twenty-five percent of the total membership of the association, the amendment shall not be approved. At the meeting, members may vote upon the proposed amendment in person, or by written proxy, or by mailed ballot. The power to amend shall include the power to extend the period of its duration for a further definite time or perpetually, and also include the power to increase or diminish the amount of capital stock and the number of shares((~~: PROVIDED,~~)). However, the amount of the capital stock shall not be diminished below the amount of the paid-up capital stock at the time such amendment is adopted.

(2) After the adoption of an amendment to its articles of incorporation, the association shall cause a copy of such amendment adopted to be recorded in the office of the secretary of state ((~~as provided in RCW 24.06.195~~)). The articles of amendment must be executed in duplicate originals by the corporation by an officer of the corporation, and must set forth:

(a) The name of the corporation;

(b) An amendment so adopted; and

(c) A statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at the meeting, and that the amendment received sufficient votes for its adoption, or a statement that the amendment was adopted by a consent in writing signed by all members and shareholders entitled to vote with respect to the amendment.

Sec. 2003. RCW 23.86.095 and 1989 c 307 s 13 are each amended to read as follows:

((~~Effective January 1, 1990,~~)) Every association subject to this chapter shall have and maintain a registered office and a registered agent in this state in accordance with the requirements set forth in ((~~RCW 24.06.050~~)) chapter 23B.05 RCW. Chapter 23B.05 RCW applies to every association subject to this chapter.

Sec. 2004. RCW 23.86.310 and 1989 c 307 s 15 are each amended to read as follows:

((~~Effective January 1, 1990,~~)) Every association subject to this chapter shall comply with the requirements set forth in RCW ((~~24.06.440~~)) 23B.16.220.

NEW SECTION. Sec. 2005. A new section is added to chapter 23.86 RCW to read as follows:

(1) Meetings of members may be held at such a place, either within or without the state of Washington, as may be provided in the bylaws. In the absence of such a provision, all meetings must be held at the registered office of the corporation in the state of Washington.

(2) An annual meeting of the members must be held at such a time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time does not work a forfeiture or dissolution of the association.

(3) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number of proportion of members as may be provided in the articles or bylaws. In the absence of such a provision, a special meeting of members may be called by persons having one-twentieth of the votes entitled to be cast at the meeting.

NEW SECTION. Sec. 2006. A new section is added to chapter 23.86 RCW to read as follows:

Written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of the president or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If provided in the articles, notice of regular meetings other than annual meetings may be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten days before a regular meeting and at any time when requested by a member or by such other notice as may be prescribed by the bylaws. If mailed, the notice is deemed to be delivered when deposited in the United States mail, addressed to the member at the member's address as it appears on the records of the association, with postage on the notice prepaid.

Sec. 2007. RCW 23.86.370 and 1989 c 307 s 33 are each amended to read as follows:

((~~The provisions of RCW 24.06.340 through 24.06.435 shall apply~~)) Chapter 23B.15 RCW applies to every foreign ((~~corporation which~~)) association that could have formed under this chapter if it were formed in the state of Washington that desires to conduct affairs in this state under the authority of this chapter.

Sec. 2008. RCW 24.03.307 and 1993 c 181 s 6 are each amended to read as follows:

In addition to those acts that are specified in ((~~RCW 24.03.305 (1) through (11)~~)) section 1501(2) of this act, a foreign degree-granting institution that establishes an approved branch campus in the state under chapter 28B.90 RCW shall not be deemed to transact business in the state solely because it:

(1) Owns and controls an incorporated branch campus in this state;

(2) Pays the expenses of tuition, or room and board charged by the incorporated branch campus for its students enrolled at the branch campus or contributes to the capital thereof; or

(3) Provides personnel who furnish assistance and counsel to its students while in the state but who have no authority to enter into any transactions for or on behalf of the foreign degree-granting institution.

Sec. 2009. RCW 24.03.405 and 1993 c 269 s 5 are each amended to read as follows:

(1) The secretary of state shall charge and collect for:

(a) Filing articles of incorporation, thirty dollars.

(b) Filing an annual report of a domestic or foreign corporation, ten dollars.

(c) Filing an application of a foreign corporation for a certificate of authority to conduct affairs in this state, thirty dollars.

(2) The secretary of state shall establish by rule, fees for the following:

(a) An application for reinstatement under ((~~RCW 24.03.386~~)) section 1411 of this act.

(b) Filing articles of amendment or restatement or an amendment or supplement to an application for reinstatement.

(d) Filing a statement of change of address of registered office or change of registered agent, or revocation, resignation, or any combination of these. A separate fee for filing such statement shall not be charged if the statement appears in an amendment to articles of incorporation or in conjunction with the filing of the annual report.

(e) Filing articles of dissolution, no fee.

(f) Filing an application of a foreign corporation for an amended certificate of authority to conduct affairs in this state.

(g) Filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, no fee.

(h) Filing a certificate by a foreign corporation of the appointment of a registered agent. A separate fee for filing such certificate shall not be charged if the statement appears in conjunction with the filing of the annual report.

(i) Filing a certificate of election adopting the provisions of ((~~chapter 24.03 RCW~~)) this title.

(j) Filing an application to reserve a corporate name.

(k) Filing a notice of transfer of a reserved corporate name.

(l) Filing a name registration.

(m) Filing any other statement or report authorized for filing under this chapter.

(3) Fees shall be adjusted by rule only in an amount that does not exceed the average biennial increase in the cost of providing service since the most recent previous increase. This shall be determined in a ((~~biannual [biennial]~~)) biennial cost study performed by the secretary of state.

Sec. 2010. RCW 24.03.410 and 1993 c 269 s 6 are each amended to read as follows:

The secretary of state shall establish fees by rule, subject to the limitations of RCW 24.03.405(3), and collect:

(1) For furnishing a certified copy of any charter document or any other document, instrument, or paper relating to a corporation.

(2) For furnishing ((~~a certificate~~)), under seal, ((~~attesting to the status of a corporation~~)) a certificate of existence or any other certificate.

(3) For furnishing copies of any document, instrument or paper relating to a corporation.

(4) At the time of any service of process on him or her as registered agent of a corporation an amount that may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.

Sec. 2011. RCW 24.03.430 and 1982 c 35 s 112 are each amended to read as follows:

The secretary of state may propound to any corporation, domestic or foreign, subject to ((~~the provisions of~~)) this ((~~chapter~~)) title, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether such corporation has complied with all the provisions of this chapter applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by ((~~him~~)) the individual, and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary thereof. The secretary of state need not file any document to which such interrogatories relate until such interrogatories be answered as ((~~herein~~)) provided in this section, and not then if the answers thereto disclose that such document is not in conformity with ((~~the provisions of~~)) this ((~~chapter~~)) title. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of ((~~the provisions of~~)) this ((~~chapter~~)) title.

NEW SECTION. Sec. 2012. A new section is added to chapter 24.34 RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(2) A corporation in existence as of the effective date of this section may continue its existence and file a document listed in subsection (1) of this section under Title -- RCW (sections 101 through 1705 of this act). A corporation filing under this subsection is deemed to have filed an election as provided under section 1701(2) of this act.

(3) If a domestic corporation governed under this chapter merges or consolidates with another corporation, the surviving or resulting corporation is governed under Title -- RCW (sections 101 through 1705 of this act).

NEW SECTION. Sec. 2013. A new section is added to chapter 24.36 RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating association;

(b) Amendment to or restatement of articles under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

Sec. 2014. RCW 24.36.090 and 1991 c 72 s 46 are each amended to read as follows:

(1) Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed by ((~~RCW 23B.07.050 and chapter 23B.11 RCW~~)) chapter --.-- RCW (sections 1101 through 1107 of this act) for domestic corporations.

Sec. 2015. RCW 28B.10.620 and 1969 ex.s. c 223 s 28B.10.620 are each amended to read as follows:

The boards of regents of the state universities are hereby empowered to enter into agreements with corporations organized under ((~~chapters 24.08, 24.16 or 24.20 RCW~~)) Title -- RCW (sections 101 through 1705 of this act), whereby such corporations may be permitted to conduct on university property devoted mainly to medical, educational or research activities, under such conditions as the boards of regents shall prescribe, any educational, hospital, research or related activity which the boards of regents shall find will further the objects of the university.

Sec. 2016. RCW 39.34.055 and 1994 c 98 s 1 are each amended to read as follows:

The office of state procurement within the department of general administration may enter into an agreement with a public benefit nonprofit corporation to allow the public benefit nonprofit corporation to participate in state contracts for purchases administered by the office of state procurement. Such agreement must comply with the requirements of RCW 39.34.030 through 39.34.050. For the purposes of this section "public benefit nonprofit corporation" means a public benefit nonprofit corporation as defined in ((~~RCW 24.03.005~~)) section 103 of this act that is receiving local, state, or federal funds either directly or through a public agency other than an Indian tribe or a political subdivision of another state.

Sec. 2017. RCW 43.07.130 and 1994 c 211 s 1311 are each amended to read as follows:

There is created within the state treasury a revolving fund, to be known as the "secretary of state's revolving fund," which shall be used by the office of the secretary of state to defray the costs of printing, reprinting, or distributing printed matter authorized by law to be issued by the office of the secretary of state, and any other cost of carrying out the functions of the secretary of state under Title 23B RCW, Title -- RCW (sections 101 through 1705 of this act), or chapter((s)) 18.100, 23.86, 23.90, ((~~24.03, 24.06, 24.12, 24.20, 24.24, 24.28,~~)) 24.36, 25.15, or 25.10 RCW.

The secretary of state is hereby authorized to charge a fee for such publications in an amount which will compensate for the costs of printing, reprinting, and distributing such printed matter. Fees recovered by the secretary of state under RCW 43.07.120(2), 23B.01.220 (1)(e), (6), and (7), 23B.18.050, 24.03.410, ((~~24.06.455,~~)) or 46.64.040, and such other moneys as are expressly designated for deposit in the secretary of state's revolving fund shall be placed in the secretary of state's revolving fund.

NEW SECTION. Sec. 2018. A new section is added to chapter 24.06

RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(4) This section expires April 1, 1996.

NEW SECTION. Sec. 2019. A new section is added to chapter 24.12

RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(4) This section expires July 1, 1996.

NEW SECTION. Sec. 2020. A new section is added to chapter 24.20

RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(4) This section expires July 1, 1996.

NEW SECTION. Sec. 2021. A new section is added to chapter 24.24

RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(4) This section expires July 1, 1996.

NEW SECTION. Sec. 2022. A new section is added to chapter 24.28

RCW to read as follows:

(1) The secretary of state shall not accept for filing any of the documents listed in this subsection after the effective date of this section:

(a) Articles of incorporation for a newly incorporating domestic corporation;

(b) Amendment to or restatement of articles of incorporation under this chapter; or

(c) Application for certificate of authority for a foreign corporation not currently authorized to transact business in the state of Washington.

(4) This section expires July 1, 1996.

TECHNICAL PROVISIONS, REPEALERS, AND CODIFICATION INSTRUCTIONS

NEW SECTION. Sec. 2100. CAPTIONS. Part headings and captions used in this act do not constitute any part of the law.

NEW SECTION. Sec. 2101. CODIFICATION. Sections 101 through 1705 of this act shall constitute a new title in the Revised Code of Washington. Sections shall be divided into separate chapters and subchapters as indicated by the part headings set forth in this act. The chapter numbers in the code need not correspond to the numbers set forth in the headings. Part IX shall be reserved for future use, and an appropriate gap preserved in the sequence of section numbers.

NEW SECTION. Sec. 2102. RECODIFICATION. (1) RCW 24.03.060 is recodified to appear in the same chapter as section 503 of this act to immediately follow that section.

(2) RCW 24.03.307, as amended by this act, is recodified to appear in the same chapter as section 1501 of this act to immediately follow that section.

(3) RCW 24.03.350 is recodified to appear in the same chapter as section 1509 of this act to immediately follow that section.

(4) RCW 24.03.400 is recodified to appear in the same chapter as section 1608 of this act to immediately follow that section.

(5) RCW 24.03.405, as amended by this act, 24.03.410, as amended by this act, and 24.03.415 are recodified to appear in the same chapter as section 106 of this act to immediately follow that section.

(6) RCW 24.03.430, as amended by this act, 24.03.420, 24.03.425, and 24.03.435 are recodified to appear in the same chapter as section 114 of this act to immediately follow that section.

(7) RCW 24.03.480 is recodified to appear in the same chapter as section 304 of this act to immediately follow that section.

NEW SECTION. Sec. 2103. REPEALER‑-CHAPTER 24.03 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.03.005 and 1989 c 291 s 3, 1986 c 240 s 1, 1982 c 35 s 72, & 1967 c 235 s 2;

(2) RCW 24.03.010 and 1971 ex.s. c 53 s 1 & 1967 c 235 s 3;

(3) RCW 24.03.015 and 1986 c 240 s 2, 1983 c 106 s 22, & 1967 c 235 s 4;

(4) RCW 24.03.017 and 1982 c 35 s 73 & 1971 ex.s. c 53 s 2;

(5) RCW 24.03.020 and 1986 c 240 s 3, 1982 c 35 s 74, & 1967 c 235 s 5;

(6) RCW 24.03.025 and 1987 c 212 s 703, 1982 c 35 s 75, & 1967 c 235 s 6;

(7) RCW 24.03.030 and 1986 c 240 s 4 & 1967 c 235 s 7;

(8) RCW 24.03.035 and 1991 c 72 s 42, 1986 c 240 s 5, & 1967 c 235 s 8;

(9) RCW 24.03.040 and 1967 c 235 s 9;

(10) RCW 24.03.045 and 1994 c 211 s 1305, 1989 c 291 s 10, 1987 c 55 s 39, 1986 c 240 s 6, 1982 c 35 s 76, & 1967 c 235 s 10;

(11) RCW 24.03.046 and 1993 c 356 s 1 & 1982 c 35 s 77;

(12) RCW 24.03.047 and 1994 c 211 s 1306, 1993 c 356 s 2, 1987 c 55 s 40, 1986 c 240 s 7, & 1982 c 35 s 78;

(13) RCW 24.03.048 and 1986 c 240 s 8 & 1982 c 35 s 79;

(14) RCW 24.03.050 and 1986 c 240 s 9, 1982 c 35 s 80, 1969 ex.s. c 163 s 1, & 1967 c 235 s 11;

(15) RCW 24.03.055 and 1993 c 356 s 3, 1986 c 240 s 10, 1982 c 35 s 81, & 1967 c 235 s 12;

(16) RCW 24.03.065 and 1986 c 240 s 12 & 1967 c 235 s 14;

(17) RCW 24.03.070 and 1991 c 72 s 43, 1986 c 240 s 13, & 1967 c 235 s 15;

(18) RCW 24.03.075 and 1986 c 240 s 14 & 1967 c 235 s 16;

(19) RCW 24.03.080 and 1969 ex.s. c 115 s 1 & 1967 c 235 s 17;

(20) RCW 24.03.085 and 1969 ex.s. c 115 s 2 & 1967 c 235 s 18;

(21) RCW 24.03.090 and 1967 c 235 s 19;

(22) RCW 24.03.095 and 1967 c 235 s 20;

(23) RCW 24.03.100 and 1986 c 240 s 15 & 1967 c 235 s 21;

(24) RCW 24.03.103 and 1986 c 240 s 16;

(25) RCW 24.03.105 and 1986 c 240 s 17 & 1967 c 235 s 22;

(26) RCW 24.03.110 and 1986 c 240 s 18 & 1967 c 235 s 23;

(27) RCW 24.03.113 and 1986 c 240 s 19;

(28) RCW 24.03.115 and 1986 c 240 s 20 & 1967 c 235 s 24;

(29) RCW 24.03.120 and 1986 c 240 s 21 & 1967 c 235 s 25;

(30) RCW 24.03.125 and 1986 c 240 s 22 & 1967 c 235 s 26;

(31) RCW 24.03.127 and 1986 c 240 s 23;

(32) RCW 24.03.130 and 1967 c 235 s 27;

(33) RCW 24.03.135 and 1986 c 240 s 24 & 1967 c 235 s 28;

(34) RCW 24.03.140 and 1967 c 235 s 29;

(35) RCW 24.03.145 and 1982 c 35 s 83 & 1967 c 235 s 30;

(36) RCW 24.03.150 and 1986 c 240 s 25, 1982 c 35 s 84, & 1967 c 235 s 31;

(37) RCW 24.03.155 and 1986 c 240 s 26 & 1967 c 235 s 32;

(38) RCW 24.03.160 and 1967 c 235 s 33;

(39) RCW 24.03.165 and 1986 c 240 s 27 & 1967 c 235 s 34;

(40) RCW 24.03.170 and 1982 c 35 s 85 & 1967 c 235 s 35;

(41) RCW 24.03.175 and 1982 c 35 s 86 & 1967 c 235 s 36;

(42) RCW 24.03.180 and 1986 c 240 s 28, 1982 c 35 s 87, & 1967 c 235 s 37;

(43) RCW 24.03.183 and 1986 c 240 s 29 & 1982 c 35 s 88;

(44) RCW 24.03.185 and 1986 c 240 s 30 & 1967 c 235 s 38;

(45) RCW 24.03.190 and 1986 c 240 s 31 & 1967 c 235 s 39;

(46) RCW 24.03.195 and 1986 c 240 s 32 & 1967 c 235 s 40;

(47) RCW 24.03.200 and 1986 c 240 s 33, 1982 c 35 s 89, & 1967 c 235 s 41;

(48) RCW 24.03.205 and 1986 c 240 s 34, 1982 c 35 s 90, & 1967 c 235 s 42;

(49) RCW 24.03.207 and 1986 c 240 s 35 & 1982 c 35 s 91;

(50) RCW 24.03.210 and 1967 c 235 s 43;

(51) RCW 24.03.215 and 1986 c 240 s 36 & 1967 c 235 s 44;

(52) RCW 24.03.217 and 1986 c 240 s 37;

(53) RCW 24.03.220 and 1986 c 240 s 38, 1982 c 35 s 92, & 1967 c 235 s 45;

(54) RCW 24.03.225 and 1967 c 235 s 46;

(55) RCW 24.03.230 and 1969 ex.s. c 115 s 3 & 1967 c 235 s 47;

(56) RCW 24.03.235 and 1967 c 235 s 48;

(57) RCW 24.03.240 and 1993 c 356 s 4, 1982 c 35 s 93, & 1967 c 235 s 49;

(58) RCW 24.03.245 and 1982 c 35 s 94 & 1967 c 235 s 50;

(59) RCW 24.03.250 and 1969 ex.s. c 163 s 2 & 1967 c 235 s 51;

(60) RCW 24.03.255 and 1982 c 35 s 95, 1969 ex.s. c 163 s 3, & 1967 c 235 s 52;

(61) RCW 24.03.260 and 1967 c 235 s 53;

(62) RCW 24.03.265 and 1986 c 240 s 39 & 1967 c 235 s 54;

(63) RCW 24.03.270 and 1967 c 235 s 55;

(64) RCW 24.03.275 and 1967 c 235 s 56;

(65) RCW 24.03.280 and 1967 c 235 s 57;

(66) RCW 24.03.285 and 1967 c 235 s 58;

(67) RCW 24.03.290 and 1967 c 235 s 59;

(68) RCW 24.03.295 and 1986 c 240 s 40 & 1967 c 235 s 60;

(69) RCW 24.03.300 and 1986 c 240 s 41, 1982 c 35 s 96, & 1967 c 235 s 61;

(70) RCW 24.03.302 and 1994 c 287 s 8, 1993 c 356 s 5, 1987 c 117 s 3, 1986 c 240 s 42, 1982 c 35 s 97, 1971 ex.s. c 128 s 1, & 1969 ex.s. c 163 s 9;

(71) RCW 24.03.303 and 1987 c 117 s 6;

(72) RCW 24.03.305 and 1993 c 181 s 12, 1986 c 240 s 43, & 1967 c 235 s 62;

(73) RCW 24.03.310 and 1967 c 235 s 63;

(74) RCW 24.03.315 and 1982 c 35 s 98 & 1967 c 235 s 64;

(75) RCW 24.03.320 and 1986 c 240 s 44 & 1967 c 235 s 65;

(76) RCW 24.03.325 and 1986 c 240 s 45 & 1967 c 235 s 66;

(77) RCW 24.03.330 and 1986 c 240 s 46, 1982 c 35 s 99, 1969 ex.s. c 163 s 4, & 1967 c 235 s 67;

(78) RCW 24.03.335 and 1982 c 35 s 100 & 1967 c 235 s 68;

(79) RCW 24.03.340 and 1982 c 35 s 101 & 1967 c 235 s 69;

(80) RCW 24.03.345 and 1993 c 356 s 6, 1986 c 240 s 47, 1982 c 35 s 102, & 1967 c 235 s 70;

(81) RCW 24.03.360 and 1986 c 240 s 49 & 1967 c 235 s 73;

(82) RCW 24.03.365 and 1967 c 235 s 74;

(83) RCW 24.03.370 and 1993 c 356 s 7, 1982 c 35 s 104, & 1967 c 235 s 75;

(84) RCW 24.03.375 and 1982 c 35 s 105 & 1967 c 235 s 76;

(85) RCW 24.03.380 and 1986 c 240 s 50, 1982 c 35 s 106, & 1967 c 235 s 77;

(86) RCW 24.03.385 and 1986 c 240 s 51, 1982 c 35 s 107, & 1967 c 235 s 78;

(87) RCW 24.03.386 and 1993 c 356 s 8, 1987 c 117 s 1, & 1986 c 240 s 57;

(88) RCW 24.03.388 and 1994 c 287 s 9, 1993 c 356 s 9, 1991 c 223 s 3, 1987 c 117 s 2, & 1986 c 240 s 58;

(89) RCW 24.03.390 and 1986 c 240 s 52 & 1967 c 235 s 79;

(90) RCW 24.03.395 and 1993 c 356 s 10, 1989 c 291 s 2, 1987 c 117 s 4, 1986 c 240 s 53, 1982 c 35 s 108, & 1967 c 235 s 80;

(91) RCW 24.03.440 and 1982 c 35 s 114 & 1967 c 235 s 89;

(92) RCW 24.03.445 and 1986 c 240 s 56, 1982 c 35 s 115, & 1967 c 235 s 90;

(93) RCW 24.03.450 and 1982 c 35 s 116 & 1967 c 235 s 91;

(94) RCW 24.03.455 and 1967 c 235 s 92;

(95) RCW 24.03.460 and 1967 c 235 s 93;

(96) RCW 24.03.465 and 1967 c 235 s 94;

(97) RCW 24.03.470 and 1967 c 235 s 95;

(98) RCW 24.03.490 and 1989 c 291 s 4;

(99) RCW 24.03.500 and 1989 c 291 s 5;

(100) RCW 24.03.510 and 1989 c 291 s 6;

(101) RCW 24.03.520 and 1989 c 291 s 7;

(102) RCW 24.03.530 and 1989 c 291 s 8;

(103) RCW 24.03.540 and 1989 c 291 s 9;

(104) RCW 24.03.900 and 1967 c 235 s 1;

(105) RCW 24.03.905 and 1967 c 235 s 96;

(106) RCW 24.03.910 and 1967 c 235 s 97;

(107) RCW 24.03.915 and 1982 c 35 s 117, 1969 ex.s. c 163 s 8, & 1967 c 235 s 98;

(108) RCW 24.03.920 and 1967 c 235 s 100; and

(109) RCW 24.03.925 and 1967 c 235 s 99.

NEW SECTION. Sec. 2104. REPEALER‑-CHAPTER 24.06 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.06.005 and 1982 c 35 s 118 & 1969 ex.s. c 120 s 1;

(2) RCW 24.06.010 and 1969 ex.s. c 120 s 2;

(3) RCW 24.06.015 and 1969 ex.s. c 120 s 3;

(4) RCW 24.06.020 and 1982 c 35 s 119 & 1969 ex.s. c 120 s 4;

(5) RCW 24.06.025 and 1987 c 212 s 708, 1982 c 35 s 120, & 1969 ex.s. c 120 s 5;

(6) RCW 24.06.030 and 1969 ex.s. c 120 s 6;

(7) RCW 24.06.035 and 1987 c 212 s 709 & 1969 ex.s. c 120 s 7;

(8) RCW 24.06.040 and 1969 ex.s. c 120 s 8;

(9) RCW 24.06.045 and 1994 c 211 s 1307, 1987 c 55 s 41, 1982 c 35 s 121, 1973 c 113 s 1, & 1969 ex.s. c 120 s 9;

(10) RCW 24.06.046 and 1993 c 356 s 13 & 1982 c 35 s 122;

(11) RCW 24.06.047 and 1994 c 211 s 1308, 1993 c 356 s 14, 1987 c 55 s 42, & 1982 c 35 s 123;

(12) RCW 24.06.048 and 1982 c 35 s 124;

(13) RCW 24.06.050 and 1993 c 356 s 15, 1982 c 35 s 125, & 1969 ex.s. c 120 s 10;

(14) RCW 24.06.055 and 1993 c 356 s 16, 1982 c 35 s 126, & 1969 ex.s. c 120 s 11;

(15) RCW 24.06.060 and 1982 c 35 s 127 & 1969 ex.s. c 120 s 12;

(16) RCW 24.06.065 and 1969 ex.s. c 120 s 13;

(17) RCW 24.06.070 and 1969 ex.s. c 120 s 14;

(18) RCW 24.06.075 and 1969 ex.s. c 120 s 15;

(19) RCW 24.06.080 and 1969 ex.s. c 120 s 16;

(20) RCW 24.06.085 and 1969 ex.s. c 120 s 17;

(21) RCW 24.06.090 and 1969 ex.s. c 120 s 18;

(22) RCW 24.06.095 and 1970 ex.s. c 78 s 1 & 1969 ex.s. c 120 s 19;

(23) RCW 24.06.100 and 1969 ex.s. c 120 s 20;

(24) RCW 24.06.105 and 1969 ex.s. c 120 s 21;

(25) RCW 24.06.110 and 1969 ex.s. c 120 s 22;

(26) RCW 24.06.115 and 1969 ex.s. c 120 s 23;

(27) RCW 24.06.120 and 1969 ex.s. c 120 s 24;

(28) RCW 24.06.125 and 1969 ex.s. c 120 s 25;

(29) RCW 24.06.130 and 1969 ex.s. c 120 s 26;

(30) RCW 24.06.135 and 1969 ex.s. c 120 s 27;

(31) RCW 24.06.140 and 1969 ex.s. c 120 s 28;

(32) RCW 24.06.145 and 1969 ex.s. c 120 s 29;

(33) RCW 24.06.150 and 1969 ex.s. c 120 s 30;

(34) RCW 24.06.155 and 1969 ex.s. c 120 s 31;

(35) RCW 24.06.160 and 1969 ex.s. c 120 s 32;

(36) RCW 24.06.165 and 1969 ex.s. c 120 s 33;

(37) RCW 24.06.170 and 1982 c 35 s 128, 1981 c 302 s 5, & 1969 ex.s. c 120 s 34;

(38) RCW 24.06.175 and 1982 c 35 s 129 & 1969 ex.s. c 120 s 35;

(39) RCW 24.06.180 and 1969 ex.s. c 120 s 36;

(40) RCW 24.06.185 and 1969 ex.s. c 120 s 37;

(41) RCW 24.06.190 and 1969 ex.s. c 120 s 38;

(42) RCW 24.06.195 and 1982 c 35 s 130, 1981 c 302 s 6, & 1969 ex.s. c 120 s 39;

(43) RCW 24.06.200 and 1982 c 35 s 131, 1981 c 302 s 7, & 1969 ex.s. c 120 s 40;

(44) RCW 24.06.205 and 1982 c 35 s 132 & 1969 ex.s. c 120 s 41;

(45) RCW 24.06.207 and 1982 c 35 s 133;

(46) RCW 24.06.210 and 1969 ex.s. c 120 s 42;

(47) RCW 24.06.215 and 1969 ex.s. c 120 s 43;

(48) RCW 24.06.220 and 1969 ex.s. c 120 s 44;

(49) RCW 24.06.225 and 1982 c 35 s 134, 1981 c 302 s 8, & 1969 ex.s. c 120 s 45;

(50) RCW 24.06.230 and 1982 c 35 s 135 & 1969 ex.s. c 120 s 46;

(51) RCW 24.06.233 and 1982 c 35 s 136;

(52) RCW 24.06.235 and 1969 ex.s. c 120 s 47;

(53) RCW 24.06.240 and 1969 ex.s. c 120 s 48;

(54) RCW 24.06.245 and 1969 ex.s. c 120 s 49;

(55) RCW 24.06.250 and 1969 ex.s. c 120 s 50;

(56) RCW 24.06.255 and 1969 ex.s. c 120 s 51;

(57) RCW 24.06.260 and 1982 c 35 s 137 & 1969 ex.s. c 120 s 52;

(58) RCW 24.06.265 and 1969 ex.s. c 120 s 53;

(59) RCW 24.06.270 and 1969 ex.s. c 120 s 54;

(60) RCW 24.06.275 and 1993 c 356 s 17, 1982 c 35 s 138, & 1969 ex.s. c 120 s 55;

(61) RCW 24.06.280 and 1982 c 35 s 139, 1981 c 302 s 9, & 1969 ex.s. c 120 s 56;

(62) RCW 24.06.285 and 1982 c 35 s 140 & 1969 ex.s. c 120 s 57;

(63) RCW 24.06.290 and 1994 c 287 s 10, 1993 c 356 s 18, 1982 c 35 s 141, 1973 c 70 s 1, & 1969 ex.s. c 120 s 58;

(64) RCW 24.06.295 and 1969 ex.s. c 120 s 59;

(65) RCW 24.06.300 and 1969 ex.s. c 120 s 60;

(66) RCW 24.06.305 and 1969 ex.s. c 120 s 61;

(67) RCW 24.06.310 and 1969 ex.s. c 120 s 62;

(68) RCW 24.06.315 and 1969 ex.s. c 120 s 63;

(69) RCW 24.06.320 and 1969 ex.s. c 120 s 64;

(70) RCW 24.06.325 and 1969 ex.s. c 120 s 65;

(71) RCW 24.06.330 and 1969 ex.s. c 120 s 66;

(72) RCW 24.06.335 and 1982 c 35 s 142 & 1969 ex.s. c 120 s 67;

(73) RCW 24.06.340 and 1969 ex.s. c 120 s 68;

(74) RCW 24.06.345 and 1969 ex.s. c 120 s 69;

(75) RCW 24.06.350 and 1982 c 35 s 143 & 1969 ex.s. c 120 s 70;

(76) RCW 24.06.355 and 1969 ex.s. c 120 s 71;

(77) RCW 24.06.360 and 1989 c 307 s 38, 1982 c 45 s 2, & 1969 ex.s. c 120 s 72;

(78) RCW 24.06.365 and 1982 c 35 s 144 & 1969 ex.s. c 120 s 73;

(79) RCW 24.06.370 and 1982 c 35 s 145 & 1969 ex.s. c 120 s 74;

(80) RCW 24.06.375 and 1969 ex.s. c 120 s 75;

(81) RCW 24.06.380 and 1993 c 356 s 19, 1982 c 35 s 146, & 1969 ex.s. c 120 s 76;

(82) RCW 24.06.385 and 1969 ex.s. c 120 s 77;

(83) RCW 24.06.390 and 1969 ex.s. c 120 s 78;

(84) RCW 24.06.395 and 1982 c 35 s 147 & 1969 ex.s. c 120 s 79;

(85) RCW 24.06.400 and 1969 ex.s. c 120 s 80;

(86) RCW 24.06.405 and 1969 ex.s. c 120 s 81;

(87) RCW 24.06.410 and 1969 ex.s. c 120 s 82;

(88) RCW 24.06.415 and 1993 c 356 s 20, 1982 c 35 s 148, & 1969 ex.s. c 120 s 83;

(89) RCW 24.06.420 and 1982 c 35 s 149 & 1969 ex.s. c 120 s 84;

(90) RCW 24.06.425 and 1982 c 35 s 150 & 1969 ex.s. c 120 s 85;

(91) RCW 24.06.430 and 1982 c 35 s 151 & 1969 ex.s. c 120 s 86;

(92) RCW 24.06.433 and 1993 c 356 s 21;

(93) RCW 24.06.435 and 1969 ex.s. c 120 s 87;

(94) RCW 24.06.440 and 1993 c 356 s 22, 1982 c 35 s 152, & 1969 ex.s. c 120 s 88;

(95) RCW 24.06.445 and 1993 c 356 s 23, 1982 c 35 s 153, 1973 c 146 s 1, & 1969 ex.s. c 120 s 89;

(96) RCW 24.06.450 and 1993 c 269 s 7, 1991 c 223 s 2, 1982 c 35 s 154, 1981 c 230 s 6, 1973 c 70 s 2, & 1969 ex.s. c 120 s 90;

(97) RCW 24.06.455 and 1993 c 269 s 8, 1982 c 35 s 155, 1979 ex.s. c 133 s 3, 1973 c 70 s 3, & 1969 ex.s. c 120 s 91;

(98) RCW 24.06.460 and 1982 c 35 s 156 & 1969 ex.s. c 120 s 92;

(99) RCW 24.06.465 and 1994 c 287 s 11 & 1969 ex.s. c 120 s 93;

(100) RCW 24.06.470 and 1969 ex.s. c 120 s 94;

(101) RCW 24.06.475 and 1982 c 35 s 157 & 1969 ex.s. c 120 s 95;

(102) RCW 24.06.480 and 1982 c 35 s 158 & 1969 ex.s. c 120 s 96;

(103) RCW 24.06.485 and 1982 c 35 s 159 & 1969 ex.s. c 120 s 97;

(104) RCW 24.06.490 and 1982 c 35 s 160 & 1969 ex.s. c 120 s 98;

(105) RCW 24.06.495 and 1982 c 35 s 161 & 1969 ex.s. c 120 s 99;

(106) RCW 24.06.500 and 1969 ex.s. c 120 s 100;

(107) RCW 24.06.505 and 1969 ex.s. c 120 s 101;

(108) RCW 24.06.510 and 1969 ex.s. c 120 s 102;

(109) RCW 24.06.515 and 1969 ex.s. c 120 s 103;

(110) RCW 24.06.520 and 1993 c 269 s 9, 1982 c 35 s 162, & 1969 ex.s. c 120 s 106;

(111) RCW 24.06.525 and 1969 ex.s. c 120 s 107;

(112) RCW 24.06.900 and 1982 c 35 s 163 & 1969 ex.s. c 120 s 104;

(113) RCW 24.06.905 and 1991 c 72 s 44 & 1969 ex.s. c 120 s 105;

(114) RCW 24.06.910 and 1969 ex.s. c 120 s 108;

(115) RCW 24.06.915 and 1982 c 35 s 164 & 1969 ex.s. c 120 s 109; and

(116) RCW 24.06.920 and 1969 ex.s. c 120 s 110.

NEW SECTION. Sec. 2105. REPEALER‑-CHAPTER 24.12 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.12.010 and 1915 c 79 s 1;

(2) RCW 24.12.020 and 1915 c 79 s 2;

(3) RCW 24.12.030 and 1981 c 302 s 10 & 1915 c 79 s 3; and

(4) RCW 24.12.040 and 1915 c 79 s 4.

NEW SECTION. Sec. 2106. REPEALER‑-CHAPTER 24.20 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.20.010 and 1981 c 302 s 11, 1925 ex.s. c 63 s 1, & 1903 c 80 s 1;

(2) RCW 24.20.020 and 1993 c 269 s 10, 1982 c 35 s 165, & 1903 c 80 s 2;

(3) RCW 24.20.030 and 1903 c 80 s 3; and

(4) RCW 24.20.040 and 1903 c 80 s 4.

NEW SECTION. Sec. 2107. REPEALER‑-CHAPTER 24.24 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.24.010 and 1982 c 35 s 166, 1981 c 302 s 12, & 1927 c 190 s 1;

(2) RCW 24.24.020 and 1927 c 190 s 2;

(3) RCW 24.24.030 and 1927 c 190 s 3;

(4) RCW 24.24.040 and 1927 c 190 s 4;

(5) RCW 24.24.050 and 1927 c 190 s 5;

(6) RCW 24.24.060 and 1927 c 190 s 6;

(7) RCW 24.24.070 and 1927 c 190 s 7;

(8) RCW 24.24.080 and 1927 c 190 s 8;

(9) RCW 24.24.090 and 1927 c 190 s 9;

(10) RCW 24.24.100 and 1993 c 269 s 11, 1982 c 35 s 167, & 1927 c 190 s 10; and

(11) RCW 24.24.110 and 1927 c 190 s 11.

NEW SECTION. Sec. 2108. REPEALER‑-CHAPTER 24.28 RCW. The following acts or parts of acts are each repealed:

(1) RCW 24.28.010 and 1981 c 302 s 13, 1959 c 207 s 1, & 1875 p 97 s 1;

(2) RCW 24.28.020 and 1981 c 302 s 14 & 1875 p 97 s 2;

(3) RCW 24.28.030 and 1875 p 98 s 3; and

(4) RCW 24.28.040 and 1959 c 207 s 2.

NEW SECTION. Sec. 2109. REPEALER‑-CHAPTER 23.86 RCW. The following acts or parts of acts are each repealed:

(1) RCW 23.86.300 and 1989 c 307 s 14;

(2) RCW 23.86.320 and 1989 c 307 s 16; and

(3) RCW 23.86.350 and 1989 c 307 s 20.

NEW SECTION. Sec. 2110. SEVERABILITY. If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected.

NEW SECTION. Sec. 2111. ADMINISTRATIVE RULES TRANSITION. To the extent consistent with this act, all administrative rules of the secretary of state, adopted under statutes repealed by this act, remain in effect until amended, repealed, or replaced by rules adopted under this act and to that extent are deemed adopted under this act.

NEW SECTION. Sec. 2112. EFFECTIVE DATE. (1) Except as provided in subsections (2) and (3) of this section, this act shall take effect January 1, 1996.

(2) Sections 2002 through 2007, 2104, and 2109 of this act shall take effect April 1, 1996.

(3) Sections 2105 through 2108 of this act shall take effect July 1, 1996.