BILL REQ. #:  S-4664.1 

READ FIRST TIME 02/05/10.   

     AN ACT Relating to notices to shareholders of annual or special meetings; amending RCW 23B.07.050; and adding a new section to chapter 30.12 RCW.

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

Sec. 1   RCW 23B.07.050 and 1989 c 165 s 64 are each amended to read as follows:
     (1) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting. Such notice shall be given no fewer than ten nor more than sixty days before the meeting date, except that notice of a shareholders' meeting to act on an amendment to the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to RCW 23B.12.020, or the dissolution of the corporation shall be given no fewer than twenty nor more than sixty days before the meeting date. Unless this title or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
     (2) Unless this title or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
     (3) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called.
     (4) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under RCW 23B.07.070, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
     (5) In each notice to shareholders of annual or special meetings, the notice shall include the corporation's web site, if any, and a citation to the United States securities and exchange commission's electronic data gathering, analysis and retrieval system, if applicable.

NEW SECTION.  Sec. 2   A new section is added to chapter 30.12 RCW to read as follows:
     In each notice to shareholders of annual or special meetings, the notice shall include the bank's web site, if any, and a citation to the United States securities and exchange commission's electronic data gathering, analysis, and retrieval system, if applicable.