CERTIFICATION OF ENROLLMENT

HOUSE BILL 1139

56th Legislature

1999 Regular Session

Passed by the House February 12, 1999 Yeas 94 Nays 0

Speaker of the House of Representatives

Speaker of the House of Representatives

Passed by the Senate April 6, 1999

Yeas 43 Nays 0

CERTIFICATE

We, Dean R. Foster and Timothy A. Martin, Co-Chief Clerks of the House of Representatives of the State of Washington, do hereby certify that the attached is HOUSE BILL 1139 as passed by the House of Representatives and the Senate on the dates hereon set forth.

Chief Clerk

President of the Senate

Approved

FILED

Governor of the State of Washington

Secretary of State

State of Washington

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HOUSE BILL 1139

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Passed Legislature - 1999 Regular Session

State of Washington 56th Legislature 1999 Regular Session

By Representatives Sheahan, Constantine and Kenney

Read first time 01/15/1999. Referred to Committee on Judiciary.

AN ACT Relating to judicial removal of a director of a nonprofit corporation from office; and adding a new section to chapter 24.03 RCW.

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

NEW SECTION. Sec. 1. A new section is added to chapter 24.03 RCW to read as follows:

(1) The superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove a director of the corporation from office in a proceeding commenced by the corporation if the court finds that (a) the director engaged in fraudulent or dishonest conduct with respect to the corporation, and (b) removal is in the best interest of the corporation.

(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.