BILL REQ. #: H-0910.1
State of Washington | 62nd Legislature | 2011 Regular Session |
Read first time 01/20/11. Referred to Committee on Judiciary.
AN ACT Relating to shareholder quorum and voting requirements under the Washington business corporation act; and adding a new section to chapter 23B.17 RCW.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW SECTION. Sec. 1 A new section is added to chapter 23B.17 RCW
to read as follows:
(1) A corporation that meets the following requirements is subject
to the alternative quorum and voting requirements set forth in
subsection (2) of this section:
(a) As of the record date of the annual or special meeting of
shareholders:
(i) The corporation is a public company;
(ii) Shares of its common stock are admitted to trading on a
regulated market listed on the list of the regulated markets notified
to the European commission by the member states under Article 16 of the
investment services directive (93/22/EEC), as such list is amended from
time to time; and
(iii) At least twenty percent of the shares of the corporation's
common stock are held of record by the depository trust company and are
deposited securities, as defined in the rules, bylaws, and organization
certificate of the depository trust company, credited to the account or
accounts of one or more stock depositories located in a member state of
the European Union;
(b) At the time that such shares were initially listed on the
regulated market, shares of the corporation's common stock were listed
on the New York stock exchange or the nasdaq stock market;
(c) At the time that such shares were initially listed on the
regulated market, such listing was a condition to the acquisition of
one hundred percent of the equity interests of a foreign corporation or
similar entity where:
(i) The securities of the foreign corporation or similar entity
were admitted to trading on the regulated market immediately prior to
the acquisition;
(ii) The consideration for the acquisition was newly issued shares
of common stock of the corporation; and
(iii) The shares issued in connection with the acquisition equaled
before the issuance more than forty percent of the outstanding common
stock of the corporation; and
(d) At the corporation's most recent annual or special meeting of
shareholders less than sixty-five percent of the shares within the
voting group comprising all the votes entitled to be cast were present
in person or by proxy.
(2) At any annual or special meeting actually held, other than by
written consent under RCW 23B.07.040, by a corporation meeting the
requirements of subsection (1) of this section:
(a) The required quorum of the voting group consisting of all votes
entitled to be cast, and of each other voting group that includes
common shares of the corporation which is entitled to vote separately
with respect to a proposed corporate action, shall be the lesser of:
(i) A majority of the shares of such voting group other than shares
credited to the account of stock depositories located in a member state
of the European Union as described in subsection (1)(a)(iii) of this
section, provided the number of votes comprising such majority equals
or exceeds one-sixth of the total votes entitled to be cast by the
voting group; or
(ii) One-third of the total votes entitled to be cast by the voting
group.
(b) The vote required for approval by any voting group entitled to
vote with respect to any amendment of the corporation's articles of
incorporation or bylaws, or any plan of merger or share exchange to
which the corporation is a party, or any sale, lease, exchange, or
other disposition of all or substantially all of the corporation's
property otherwise than in the usual and regular course of business, or
dissolution, shall be a majority of the votes actually cast by such
voting group with respect to the proposed corporate action, provided
that the votes approving the proposed corporate action equal or exceed
fifteen percent of the votes within the voting group.
(3) The alternative quorum and voting requirements specified in
subsection (2) of this section shall, with respect to any corporation
meeting the requirements of subsection (1) of this section, control
over and supersede any greater quorum or voting requirements that may
be specified in the corporation's articles of incorporation or bylaws
or in RCW 23B.02.020, 23B.07.250, 23B.07.270, 23B.10.030, 23B.11.030,
23B.12.020, or 23B.14.020.