AN ACT Relating to
authorizing electronic notice and other communications under the Washington
business corporation act; and amending RCW 23B.01.200, 23B.01.202, 23B.01.220,
23B.01.230, 23B.01.240, 23B.01.250, 23B.01.260, 23B.01.270, 23B.01.400,
23B.01.410, 23B.02.020, 23B.02.032, 23B.02.050, 23B.04.035, 23B.05.010,
23B.05.020, 23B.06.030, 23B.06.260, 23B.06.300, 23B.07.010, 23B.07.020,
23B.07.030, 23B.07.040, 23B.07.060, 23B.07.220, 23B.07.240, 23B.08.030,
23B.08.070, 23B.08.210, 23B.08.230, 23B.08.240, 23B.08.600, 23B.10.012,
23B.11.040, 23B.13.030, 23B.13.200, 23B.13.210, 23B.13.220, 23B.13.230,
23B.13.280, 23B.14.392, 23B.15.032, 23B.15.070, 23B.15.080, 23B.16.010,
23B.16.020, and 23B.16.200.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF
WASHINGTON:
Sec. 1. RCW 23B.01.200 and 1991
c 72 s 24 are each amended to read as follows:
(1) A ((document))
record must satisfy the requirements of this section, and of any other
section that adds to or varies from these requirements, to be entitled to
filing by the secretary of state.
(2) The secretary of
state may permit records to be filed through electronic transmission. The
secretary of state may adopt rules varying from these requirements to
facilitate electronic filing. These rules shall detail the circumstances under
which the electronic filing of records shall be permitted and how such records
shall be filed. These rules may also impose additional requirements related to
implementation of electronic filing processes including but not limited to:
File formats; signature technologies; the manner of delivery; and the types of
entities or records permitted.
(3) This title
must require or permit filing the ((document)) record in the
office of the secretary of state.
(((3))) (4)
The ((document)) record must contain the information required by
this title. It may contain other information as well.
(((4))) (5)
The ((document)) record must: (a) Be typewritten or
printed, and must meet such legibility or other standards as may be prescribed
by the secretary of state; or (b) meet the standards for electronic filing
as may be prescribed by the secretary of state.
(((5))) (6)
The ((document)) record must be in the English language. 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))) (7)
Unless otherwise indicated in this title, all ((documents)) records
submitted for filing must be executed:
(a) By the chairperson
of the board of directors of a domestic or foreign corporation, by 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
(c) If the corporation
is in the hands of a receiver, trustee, or other court-appointed fiduciary, by
that fiduciary.
(((7))) (8)
The person executing the ((document)) record shall sign it and
state beneath or opposite the signature the name of the person and the capacity
in which the person signs. The ((document)) record may but need
not contain: (a) The corporate seal; (b) an attestation by the secretary or an
assistant secretary; or (c) an acknowledgment, verification, or proof.
(((8))) (9)
If the secretary of state has prescribed a mandatory form for the ((document))
record under RCW 23B.01.210, the ((document)) record must
be in or on the prescribed form.
(((9))) (10)
The ((document)) record must be ((delivered to)) received
by the office of the secretary of state for filing and, except in the
case of an electronic filing, must be accompanied by one exact or conformed
copy, the correct filing fee or charge, including license fee, penalty and
service fee, and any attachments which are required for the filing.
Sec. 2. RCW 23B.01.202 and 1998
c 23 s 5 are each amended to read as follows:
For those corporations
that have a certificate of authority, are applying for, or intend to apply for
a certificate of authority from the insurance commissioner as an insurance
company under chapter 48.05 RCW, whenever under this chapter corporate ((documents))
records are required to be filed with the secretary of state, the ((documents))
records shall be filed with the insurance commissioner rather than the
secretary of state.
Sec. 3. RCW 23B.01.220 and 1993
c 269 s 2 are each amended to read as follows:
(1) The secretary of state
shall collect in accordance with the provisions of this title:
(a) Fees for filing ((documents))
records and issuing certificates;
(b) Miscellaneous
charges;
(c) License fees as
provided in RCW 23B.01.500 through 23B.01.550;
(d) Penalty fees; and
(e) Other fees as the
secretary of state may establish by rule adopted under chapter 34.05 RCW.
(2) The secretary of
state shall collect the following fees when the ((documents)) records
described in this subsection are delivered for filing:
One hundred
seventy-five dollars, pursuant to RCW 23B.01.520 and 23B.01.540, for:
(a) Articles of
incorporation; and
(b) Application for
certificate of authority.
(3) The secretary of
state shall establish by rule, fees for the following:
(a) Application for reinstatement;
(b) Articles of
correction;
(c) Amendment of
articles of incorporation;
(d) Restatement of
articles of incorporation, with or without amendment;
(e) Articles of merger
or share exchange;
(f) Articles of
revocation of dissolution;
(g) Application for
amended certificate of authority;
(h) Application for
reservation, registration, or assignment of reserved name;
(i) Corporation's
statement of change of registered agent or registered office, or both, except
where this information is provided in conjunction with and on an initial report
or an annual report form filed under RCW 23B.01.530, 23B.01.550, 23B.02.050, or
23B.16.220;
(j) Agent's
resignation, or statement of change of registered office, or both, for each
affected corporation;
(k) Initial report; and
(l) Any ((document))
record not listed in this subsection that is required or permitted to be
filed under this title.
(4) Fees shall be
adjusted by rule only in an amount that does not exceed the average biennial
increase in the cost of providing service. This shall be determined in a
biennial cost study performed by the secretary of state.
(5) The secretary of
state shall not collect fees for:
(a) Agent's consent to
act as agent;
(b) Agent's
resignation, if appointed without consent;
(c) Articles of
dissolution;
(d) Certificate of
judicial dissolution;
(e) Application for
certificate of withdrawal; and
(f) Annual report when
filed concurrently with the payment of annual license fees.
(6) The secretary of
state shall collect a fee in an amount established by the secretary of state by
rule per defendant served, upon being served process under this title. The
party to a proceeding causing service of process is entitled to recover this
fee as costs if such party prevails in the proceeding.
(7) The secretary of
state shall establish by rule and collect a fee from every person or
organization:
(a) For furnishing a certified
copy of any ((document)) record, instrument, or paper relating to
a corporation;
(b) For furnishing a
certificate, under seal, attesting to the existence of a corporation, or any
other certificate; and
(c) For furnishing
copies of any ((document)) record, instrument, or paper relating
to a corporation, other than of an initial report or an annual report.
(8) For annual license
fees for domestic and foreign corporations, see RCW 23B.01.500, 23B.01.510,
23B.01.530, and 23B.01.550. For penalties for nonpayment of annual license
fees and failure to complete annual report, see RCW 23B.01.570.
Sec. 4. RCW 23B.01.230 and 1989
c 165 s 6 are each amended to read as follows:
(1) Except as provided
in subsection (2) of this section and RCW 23B.01.240(3), a ((document)) record
accepted for filing is effective on the date it is filed by the secretary of
state and at the time on that date specified in the ((document)) record.
If no time is specified in the ((document)) record, the ((document))
record is effective at the close of business on the date it is filed by
the secretary of state.
(2) If a ((document))
record specifies a delayed effective time and date, the ((document))
record becomes effective at the time and date specified. If a ((document))
record specifies a delayed effective date but no time is specified, the
((document)) record is effective at the close of business on that
date. A delayed effective date for a ((document)) record may not
be later than the ninetieth day after the date it is filed.
(3) When a ((document))
record is received for filing by the secretary of state in a form which
complies with the requirements of this title and which would entitle the ((document))
record to be filed on receipt, but the secretary of state's approval
action occurs subsequent to the date of receipt, the secretary of state's
filing date shall relate back to and be shown as the date on which the
secretary of state first received the ((document)) record in
acceptable form.
Sec. 5. RCW 23B.01.240 and 1989
c 165 s 7 are each amended to read as follows:
(1) A domestic or
foreign corporation may correct a ((document)) record filed by
the secretary of state if the ((document)) record (a) contains an
incorrect statement; or (b) was defectively executed, attested, sealed,
verified, or acknowledged.
(2) A ((document))
record is corrected:
(a) By preparing
articles of correction that (i) describe the ((document)) record,
including its filing date, or attach a copy of it to the articles of
correction, (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 for filing.
(3) Articles of
correction are effective on the effective date of the ((document)) record
they correct except as to persons relying on the uncorrected ((document))
record and adversely affected by the correction. As to those persons,
articles of correction are effective when filed.
Sec. 6. RCW 23B.01.250 and 1989
c 165 s 8 are each amended to read as follows:
(1) If a ((document))
record delivered to the office of the secretary of state for filing
satisfies the requirements of RCW 23B.01.200, the secretary of state shall file
it.
(2)(a) The
secretary of state files a ((document)) record: (i) In the case of a
record in a tangible medium, by stamping or otherwise endorsing
"Filed," together with the secretary of state's name and official
title and the date of filing, on both the original and the ((document)) record
copy((. After filing a document)); and (ii) in the case of an
electronically transmitted record, by the electronic processes as may be
prescribed by the secretary of state from time to time that result in the
information required by (a)(i) of this subsection being permanently attached to
or associated with such electronically transmitted record.
(b) After filing a
record, the secretary of state shall deliver ((the document copy)) a
record of the filing to the domestic or foreign corporation or its
representative either: (i) In a written copy of the filing; or (ii) if the
corporation has designated an address, location, or system to which the record
may be electronically transmitted and the secretary of state elects to provide
the record by electronic transmission, in an electronically transmitted record
of the filing.
(3) If the secretary of
state refuses to file a ((document)) record, 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 for the refusal. The explanation shall be either: (a) In a written
record or (b) if the corporation has designated an address, location, or system
to which the explanation may be electronically transmitted and the secretary of
state elects to provide the explanation by electronic transmission, in an
electronically transmitted record.
(4) The secretary of
state's duty to file ((documents)) records under this section is
ministerial. Filing or refusal to file a ((document)) record
does not:
(a) Affect the validity
or invalidity of the ((document)) record in whole or part;
(b) Relate to the
correctness or incorrectness of information contained in the ((document))
record; or
(c) Create a
presumption that the ((document)) record is valid or invalid or
that information contained in the ((document)) record is correct
or incorrect.
Sec. 7. RCW 23B.01.260 and 1989
c 165 s 9 are each amended to read as follows:
If the secretary of
state refuses to file a ((document delivered to)) record received by
the office for filing, the person submitting the ((document)) record,
in addition to any other legal remedy which may be available, shall have the
right to judicial review of such refusal pursuant to the provisions of chapter
34.05 RCW.
Sec. 8. RCW 23B.01.270 and 1989
c 165 s 10 are each amended to read as follows:
A certificate bearing
the manual or facsimile signature of the secretary of state and the seal of the
state, when attached to or located on a ((document)) record or a
copy of a ((document)) record filed by the secretary of state, is
conclusive evidence that the original ((document)) record is on
file with the secretary of state.
Sec. 9. RCW 23B.01.400 and 2000
c 168 s 1 are each amended to read as follows:
Unless the context
clearly requires otherwise, the definitions in this section apply throughout
this title.
(1) "Articles of
incorporation" include amended and restated articles of incorporation and
articles of merger.
(2) "Authorized
shares" means the shares of all classes a domestic or foreign corporation
is authorized to issue.
(3)
"Conspicuous" means so ((written)) prepared that a
reasonable person against whom the ((writing)) record is to
operate should have noticed it. For example, printing in italics or boldface
or contrasting color, or typing in capitals or underlined, is conspicuous.
(4)
"Corporation" or "domestic corporation" means a corporation
for profit, which is not a foreign corporation, incorporated under or subject to
the provisions of this title.
(5) "Deliver"
includes (a) mailing ((and)), (b) for purposes of delivering a
demand, consent, notice, or waiver to the corporation or one of its
officers, directors, or shareholders, transmission by facsimile
equipment, and (c) for purposes of delivering a demand, consent, notice, or
waiver to the corporation or one of its officers, directors, or shareholders
under RCW 23B.01.410 or chapter 23B.07, 23B.08, 23B.11, 23B.13, 23B.14, or
23B.16 RCW delivery by electronic transmission.
(6)
"Distribution" means a direct or indirect transfer of money or other
property, except its own shares, or incurrence of indebtedness by a corporation
to or for the benefit of its shareholders in respect to any of its shares. A
distribution may be in the form of a declaration or payment of a dividend; a
distribution in partial or complete liquidation, or upon voluntary or
involuntary dissolution; a purchase, redemption, or other acquisition of
shares; a distribution of indebtedness; or otherwise.
(7) "Effective
date of notice" has the meaning provided in RCW 23B.01.410.
(8) "Electronic
transmission" ((or "electronically transmitted")) means
((any process of)) an electronic communication (a) not
directly involving the physical transfer of ((paper)) a record in a
tangible medium and (b) that ((is suitable for the retention, retrieval,
and reproduction of the transmitted information by the recipient)) may
be retained, retrieved, and reviewed by the sender and the recipient thereof,
and that may be directly reproduced in a tangible medium by such a sender and
recipient.
(9) "Electronically
transmitted" means the initiation of an electronic transmission.
(10)
"Employee" includes an officer but not a director. A director may
accept duties that make the director also an employee.
(((10))) (11)
"Entity" includes a corporation and foreign corporation,
not-for-profit corporation, ((profit and not-for-profit unincorporated
association,)) business trust, estate, ((partnership,)) trust, ((and))
partnership, limited liability company, association, joint venture, two
or more persons having a joint or common economic interest, ((and)) the
state, United States, and a foreign ((government)) governmental
subdivision, agency, or instrumentality, or any other legal or commercial
entity.
(((11))) (12)
"Execute," "executes," or "executed" means (a)
signed with respect to a written record or (b) electronically transmitted along
with sufficient information to determine the sender's identity with respect to
an electronic transmission, or (c) with respect to a record to be filed with
the secretary of state, in compliance with the standards for filing with the
office of the secretary of state as prescribed by the secretary of state.
(13)
"Foreign corporation" means a corporation for profit incorporated
under a law other than the law of this state.
(((12))) (14)
"Foreign limited partnership" means a partnership formed under laws
other than of this state and having as partners one or more general partners
and one or more limited partners.
(((13))) (15)
"Governmental subdivision" includes authority, county, district, and
municipality.
(((14))) (16)
"Includes" denotes a partial definition.
(((15))) (17)
"Individual" includes the estate of an incompetent or deceased individual.
(((16))) (18)
"Limited partnership" or "domestic limited partnership"
means a partnership formed by two or more persons under the laws of this state
and having one or more general partners and one or more limited partners.
(((17))) (19)
"Means" denotes an exhaustive definition.
(((18))) (20)
"Notice" has the meaning provided in RCW 23B.01.410.
(((19))) (21)
"Person" includes an individual and an entity.
(((20))) (22)
"Principal office" means the office, in or out of this state, so
designated in the annual report where the principal executive offices of a
domestic or foreign corporation are located.
(((21))) (23)
"Proceeding" includes civil suit and criminal, administrative, and
investigatory action.
(((22))) (24)
"Public company" means a corporation that has a class of shares
registered with the federal securities and exchange commission pursuant to
section 12 or 15 of the securities exchange act of 1934, or section 8 of the
investment company act of 1940, or any successor statute.
(((23))) (25)
"Record" means information inscribed on a tangible medium or
contained in an electronic transmission.
(26)
"Record date" means the date established under chapter 23B.07 RCW on
which a corporation determines the identity of its shareholders and their
shareholdings for purposes of this title. The determinations shall be made as
of the close of business on the record date unless another time for doing so is
specified when the record date is fixed.
(((24))) (27)
"Secretary" means the corporate officer to whom the board of
directors has delegated responsibility under RCW 23B.08.400(3) for custody of
the minutes of the meetings of the board of directors and of the shareholders
and for authenticating records of the corporation.
(((25))) (28)
"Shares" means the units into which the proprietary interests in a
corporation are divided.
(((26))) (29)
"Shareholder" means the person in whose name shares are registered in
the records of a corporation or the beneficial owner of shares to the extent of
the rights granted by a nominee certificate on file with a corporation.
(((27))) (30)
"State," when 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.
(((28))) (31)
"Subscriber" means a person who subscribes for shares in a
corporation, whether before or after incorporation.
(((29))) (32)
"Tangible medium" means a writing, copy of a writing, or facsimile,
or a physical reproduction, each on paper or on other tangible material.
(33)
"United States" includes a district, authority, bureau, commission,
department, and any other agency of the United States.
(((30))) (34)
"Voting group" means all shares of one or more classes or series that
under the articles of incorporation or this title are entitled to vote and be
counted together collectively on a matter at a meeting of shareholders. All
shares entitled by the articles of incorporation or this title to vote
generally on the matter are for that purpose a single voting group.
(35)
"Writing" does not include an electronic transmission.
(36)
"Written" means embodied in a tangible medium.
Sec. 10. RCW 23B.01.410 and 1991
c 72 s 29 are each amended to read as follows:
(1) Notice under this
title must be ((in writing)) provided in the form of a record,
except that oral notice of any meeting of the board of directors may be given
if expressly authorized by the articles of incorporation or bylaws.
(2) ((Written notice
may be transmitted by: Mail)) Permissible means of transmission.
(a) Oral notice.
Oral notice may be communicated in person, by telephone, wire, or wireless
equipment which does not transmit a facsimile of the notice, or by any
electronic means which does not create a record. If these forms of oral notice
are impracticable, oral notice may be communicated by radio, television, or
other form of public broadcast communication.
(b) Notice provided
in a tangible medium. Notice may be provided in a tangible medium and be transmitted
by mail, private carrier, or personal delivery; telegraph or
teletype; or telephone, wire, or wireless equipment which transmits a
facsimile of the notice. If these forms of ((written)) notice in a
tangible medium are impracticable, ((written)) notice in a
tangible medium may be transmitted by an advertisement in a newspaper of
general circulation in the area where published. ((Oral notice may be
communicated in person or by telephone, wire or wireless equipment which does
not transmit a facsimile of the notice. If these forms of oral notice are
impracticable, oral notice may be communicated by radio, television, or other
form of public broadcast communication.
(3) Written notice
by a domestic or foreign corporation to its shareholder, if in a comprehensible
form, is effective when mailed, if mailed with first-class postage prepaid and
correctly addressed to the shareholder's address shown in the corporation's
current record of shareholders.
(4) Written)) (c) Notice provided in an electronic transmission.
(i) Notice may be
provided in an electronic transmission and be electronically transmitted.
(ii) Notice to
shareholders or directors in an electronic transmission is effective only with
respect to shareholders and directors that have consented, in the form of a
record, to receive electronically transmitted notices under this title and
designated in the consent the address, location, or system to which these
notices may be electronically transmitted and with respect to a notice that
otherwise complies with any other requirements of this title and applicable
federal law.
(A) Notice to
shareholders or directors for this purpose includes material that this title
requires or permits to accompany the notice.
(B) A shareholder or
director who has consented to receipt of electronically transmitted notices may
revoke this consent by delivering a revocation to the corporation in the form
of a record.
(C) The consent of
any shareholder or director is revoked if (I) the corporation is unable to
electronically transmit two consecutive notices given by the corporation in
accordance with the consent, and (II) this inability becomes known to the
secretary of the corporation, the transfer agent, or any other person
responsible for giving the notice. The inadvertent failure by the corporation
to treat this inability as a revocation does not invalidate any meeting or other
action.
(iii) Notice to
shareholders or directors who have consented to receipt of electronically
transmitted notices may be provided by (A) posting the notice on an electronic
network and (B) delivering to the shareholder or director a separate record of
the posting, together with comprehensible instructions regarding how to obtain
access to the posting on the electronic network.
(iv) Notice to
a domestic or foreign corporation, authorized to transact business in this
state, ((may be addressed to its registered agent at its registered office
or to the corporation or its secretary at its principal office shown in its
most recent annual report or, in the case of a foreign corporation that has not
yet delivered an annual report, in its application for a certificate of
authority.
(5) Written notice)) in an electronic transmission is effective
only with respect to a corporation that has designated in a record an address,
location, or system to which the notices may be electronically transmitted.
(3) Effective time
and date of notice.
(a) Oral notice.
Oral notice is effective when received.
(b) Notice provided
in a tangible medium.
(i) Notice in a
tangible medium, if in a comprehensible form, is effective at the earliest
of the following:
(((a))) (A)
If expressly authorized by the articles of incorporation or bylaws, and if
notice is sent to the person's address, telephone number, or other number
appearing on the records of the corporation, when dispatched by telegraph,
teletype, or facsimile equipment;
(((b))) (B)
When received;
(((c))) (C)
Except as provided in (b)(ii) of this subsection (((3) of this
section)), five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed with first-class postage, prepaid and
correctly addressed; or
(((d))) (D)
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.
(((6) Oral notice is
effective when communicated if communicated in a comprehensible manner.
(7))) (ii) Notice in a tangible medium by a
domestic or foreign corporation to its shareholder, if in a comprehensible form
and correctly addressed to the shareholder's address shown in the corporation's
current record of shareholders, is effective:
(A) When mailed, if
mailed with first class postage prepaid; and
(B) When dispatched,
if prepaid, by air courier.
(iii) Notice in a
tangible medium to a domestic or foreign corporation, authorized to transact
business in this state, may be addressed to the corporation's registered agent
at its registered office or to the corporation or its secretary at its
principal office shown in its most recent annual report, or in the case of a
foreign corporation that has not yet delivered its annual report in its
application for a certificate of authority.
(c) Notice provided
in an electronic transmission. Notice provided in an electronic transmission,
if in comprehensible form, is effective when it: (i) Is electronically
transmitted to an address, location, or system designated by the recipient for
that purpose; or (ii) has been posted on an electronic network and a separate
record of the posting has been delivered to the recipient together with
comprehensible instructions regarding how to obtain access to the posting on
the electronic network.
(4)
If this title prescribes notice requirements for particular circumstances,
those requirements govern. If articles of incorporation or bylaws prescribe
notice requirements, not inconsistent with this section or other provisions of
this title, those requirements govern.
Sec. 11. RCW 23B.02.020 and 1997
c 19 s 1 are each amended to read as follows:
(1) The articles of
incorporation must set forth:
(a) A corporate name
for the corporation that satisfies the requirements of RCW 23B.04.010;
(b) The number of
shares the corporation is authorized to issue in accordance with RCW 23B.06.010
and 23B.06.020;
(c) The street address
of the corporation's initial registered office and the name of its initial
registered agent at that office in accordance with RCW 23B.05.010; and
(d) The name and
address of each incorporator in accordance with RCW 23B.02.010.
(2) The articles of
incorporation or bylaws must either specify the number of directors or specify
the process by which the number of directors will be fixed, unless the articles
of incorporation dispense with a board of directors pursuant to RCW 23B.08.010.
(3) Unless its articles
of incorporation provide otherwise, a corporation is governed by the following
provisions:
(a) The board of
directors may adopt bylaws to be effective only in an emergency as provided by
RCW 23B.02.070;
(b) A corporation has
the purpose of engaging in any lawful business under RCW 23B.03.010;
(c) A corporation has
perpetual existence and succession in its corporate name under RCW 23B.03.020;
(d) A corporation has
the same powers as an individual to do all things necessary or convenient to
carry out its business and affairs, including itemized powers under RCW
23B.03.020;
(e) All shares are of
one class and one series, have unlimited voting rights, and are entitled to
receive the net assets of the corporation upon dissolution under RCW 23B.06.010
and 23B.06.020;
(f) If more than one
class of shares is authorized, all shares of a class must have preferences,
limitations, and relative rights identical to those of other shares of the same
class under RCW 23B.06.010;
(g) If the board of
directors is authorized to designate the number of shares in a series, the
board may, after the issuance of shares in that series, reduce the number of
authorized shares of that series under RCW 23B.06.020;
(h) The board of
directors must authorize any issuance of shares under RCW 23B.06.210;
(i) Shares may be
issued pro rata and without consideration to shareholders under RCW 23B.06.230;
(j) Shares of one class
or series may not be issued as a share dividend with respect to another class
or series, unless there are no outstanding shares of the class or series to be
issued, or a majority of votes entitled to be cast by such class or series
approve as provided in RCW 23B.06.230;
(k) A corporation may
issue rights, options, or warrants for the purchase of shares of the
corporation under RCW 23B.06.240;
(l) A shareholder has,
and may waive, a preemptive right to acquire the corporation's unissued shares
as provided in RCW 23B.06.300;
(m) Shares of a
corporation acquired by it may be reissued under RCW 23B.06.310;
(n) The board may
authorize and the corporation may make distributions not prohibited by statute
under RCW 23B.06.400;
(o) The preferential
rights upon dissolution of certain shareholders will be considered a liability
for purposes of determining the validity of a distribution under RCW 23B.06.400;
(p) Action may be taken
by shareholders by unanimous ((written)) consent of all shareholders
entitled to vote on the action, unless the approval of a lesser number of
shareholders is permitted as provided in RCW 23B.07.040, which consent shall
be in the form of a record;
(q) Unless this title
requires otherwise, the corporation is required to give notice only to
shareholders entitled to vote at a meeting and the notice for an annual meeting
need not include the purpose for which the meeting is called under RCW
23B.07.050;
(r) A corporation that
is a public company shall hold a special meeting of shareholders if the holders
of at least ten percent of the votes entitled to be cast on any issue proposed
to be considered at the meeting demand a meeting under RCW 23B.07.020;
(s) Subject to
statutory exceptions, each outstanding share, regardless of class, is entitled
to one vote on each matter voted on at a shareholders' meeting under RCW
23B.07.210;
(t) A majority of the
votes entitled to be cast on a matter by a voting group constitutes a quorum,
unless the title provides otherwise under RCW 23B.07.250 and 23B.07.270;
(u) Action on a matter,
other than election of directors, by a voting group is approved if the votes
cast within the voting group favoring the action exceed the votes cast opposing
the action, unless this title requires a greater number of affirmative votes
under RCW 23B.07.250;
(v) All shares of one
or more classes or series that are entitled to vote will be counted together
collectively on any matter at a meeting of shareholders under RCW 23B.07.260;
(w) Directors are
elected by cumulative voting under RCW 23B.07.280;
(x) Directors are
elected by a plurality of votes cast by shares entitled to vote under RCW
23B.07.280;
(y) A corporation must
have a board of directors under RCW 23B.08.010;
(z) All corporate
powers must be exercised by or under the authority of, and the business and
affairs of the corporation managed under the direction of, its board of
directors under RCW 23B.08.010;
(aa) The shareholders
may remove one or more directors with or without cause under RCW 23B.08.080;
(bb) A vacancy on the
board of directors may be filled by the shareholders or the board of directors
under RCW 23B.08.100;
(cc) A corporation
shall indemnify a director who was wholly successful in the defense of any
proceeding to which the director was a party because the director is or was a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding under RCW 23B.08.520;
(dd) A director of a
corporation who is a party to a proceeding may apply for indemnification of
reasonable expenses incurred by the director in connection with the proceeding
to the court conducting the proceeding or to another court of competent
jurisdiction under RCW 23B.08.540;
(ee) An officer of the
corporation who is not a director is entitled to mandatory indemnification
under RCW 23B.08.520, and is entitled to apply for court-ordered indemnification
under RCW 23B.08.540, in each case to the same extent as a director under RCW
23B.08.570;
(ff) The corporation
may indemnify and advance expenses to an officer, employee, or agent of the
corporation who is not a director to the same extent as to a director under RCW
23B.08.570;
(gg) A corporation may
indemnify and advance expenses to an officer, employee, or agent who is not a
director to the extent, consistent with law, that may be provided by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract under RCW 23B.08.570;
(hh) A corporation's
board of directors may adopt certain amendments to the corporation's articles
of incorporation without shareholder action under RCW 23B.10.020;
(ii) Unless this title
or the board of directors requires a greater vote or a vote by voting groups,
an amendment to the corporation's articles of incorporation must be approved by
each voting group entitled to vote on the proposed amendment by two‑thirds,
or, in the case of a public company, a majority, of all the votes entitled to
be cast by that voting group under RCW 23B.10.030;
(jj) A corporation's
board of directors may amend or repeal the corporation's bylaws unless this
title reserves this power exclusively to the shareholders in whole or in part,
or unless the shareholders in amending or repealing a bylaw provide expressly
that the board of directors may not amend or repeal that bylaw under RCW
23B.10.200;
(kk) Unless this title
or the board of directors require a greater vote or a vote by voting groups, a
plan of merger or share exchange must be approved by each voting group entitled
to vote on the merger or share exchange by two-thirds of all the votes entitled
to be cast by that voting group under RCW 23B.11.030;
(ll) Approval by the
shareholders of the sale, lease, exchange, or other disposition of all, or
substantially all, the corporation's property in the usual and regular course
of business is not required under RCW 23B.12.010;
(mm) Approval by the shareholders
of the mortgage, pledge, dedication to the repayment of indebtedness, or other
encumbrance of any or all of the corporation's property, whether or not in the
usual and regular course of business, is not required under RCW 23B.12.010;
(nn) Unless the board
of directors requires a greater vote or a vote by voting groups, a sale, lease,
exchange, or other disposition of all or substantially all of the corporation's
property, other than in the usual and regular course of business, must be
approved by each voting group entitled to vote on such transaction by
two-thirds of all votes entitled to be cast by that voting group under RCW
23B.12.020; and
(oo) Unless the board
of directors requires a greater vote or a vote by voting groups, a proposal to
dissolve must be approved by each voting group entitled to vote on the
dissolution by two-thirds of all votes entitled to be cast by that voting group
under RCW 23B.14.020.
(4) Unless its articles
of incorporation or its bylaws provide otherwise, a corporation is governed by
the following provisions:
(a) The board of
directors may authorize the issuance of some or all of the shares of any or all
of the corporation's classes or series without certificates under RCW
23B.06.260;
(b) A corporation that
is not a public company shall hold a special meeting of shareholders if the
holders of at least ten percent of the votes entitled to be cast on any issue
proposed to be considered at the meeting demand a meeting under RCW 23B.07.020;
(c) A director need not
be a resident of this state or a shareholder of the corporation under RCW
23B.08.020;
(d) The board of
directors may fix the compensation of directors under RCW 23B.08.110;
(e) Members of the
board of directors may participate in a meeting of the board by any means of
similar communication by which all directors participating can hear each other
during the meeting under RCW 23B.08.200;
(f) Action permitted or
required by this title to be taken at a board of directors' meeting may be
taken without a meeting if action is taken by all members of the board under
RCW 23B.08.210;
(g) Regular meetings of
the board of directors may be held without notice of the date, time, place, or
purpose of the meeting under RCW 23B.08.220;
(h) Special meetings of
the board of directors must be preceded by at least two days' notice of the
date, time, and place of the meeting, and the notice need not describe the
purpose of the special meeting under RCW 23B.08.220;
(i) A quorum of a board
of directors consists of a majority of the number of directors under RCW
23B.08.240;
(j) 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 of directors under RCW 23B.08.240;
(k) A board of
directors may create one or more committees and appoint members of the board of
directors to serve on them under RCW 23B.08.250; and
(l) Unless approved by
the shareholders, a corporation may indemnify, or make advances to, a director
for reasonable expenses incurred in the defense of any proceeding to which the
director was a party because of being a director only to the extent such action
is consistent with RCW 23B.08.500 through 23B.08.580.
(5) The articles of
incorporation may contain the following provisions:
(a) The names and
addresses of the individuals who are to serve as initial directors;
(b) The par value of
any authorized shares or classes of shares;
(c) Provisions not
inconsistent with law related to the management of the business and the
regulation of the affairs of the corporation;
(d) Any provision that
under this title is required or permitted to be set forth in the bylaws;
(e) Provisions not
inconsistent with law defining, limiting, and regulating the powers of the
corporation, its board of directors, and shareholders;
(f) Provisions
authorizing shareholder action to be taken by ((written)) consent of
less than all of the shareholders entitled to vote on the action, in accordance
with RCW 23B.07.040;
(g) If the articles of
incorporation authorize dividing shares into classes, the election of all or a
specified number of directors may be effected by the holders of one or more
authorized classes of shares under RCW 23B.08.040;
(h) The terms of
directors may be staggered under RCW 23B.08.060;
(i) Shares may be
redeemable or convertible (i) at the option of the corporation, the
shareholder, or another person, or upon the occurrence of a designated event;
(ii) for cash, indebtedness, securities, or other property; or (iii) in a
designated amount or in an amount determined in accordance with a designated
formula or by reference to extrinsic data or events under RCW 23B.06.010; and
(j) A director's
personal liability to the corporation or its shareholders for monetary damages
for conduct as a director may be eliminated or limited under RCW 23B.08.320.
(6) The articles of
incorporation or the bylaws may contain the following provisions:
(a) A restriction on
the transfer or registration of transfer of the corporation's shares under RCW
23B.06.270;
(b) Shareholders may
participate in a meeting of shareholders by any means of communication by which
all persons participating in the meeting can hear each other under RCW
23B.07.080;
(c) A quorum of the
board of directors may consist of as few as one-third of the number of
directors under RCW 23B.08.240;
(d) If the corporation
is registered as an investment company under the investment company act of
1940, a provision limiting the requirement to hold an annual meeting of
shareholders as provided in RCW 23B.07.010(2); and
(e) If the corporation
is registered as an investment company under the investment company act of
1940, a provision establishing terms of directors which terms may be longer
than one year as provided in RCW 23B.05.050.
(7) The articles of
incorporation need not set forth any of the corporate powers enumerated in this
title.
Sec. 12. RCW 23B.02.032 and 1998
c 23 s 6 are each amended to read as follows:
For those
corporations that have a certificate of authority, are applying for, or intend
to apply for a certificate of authority from the insurance commissioner as an
insurance company under chapter 48.05 RCW, whenever under this chapter corporate
((documents)) records are required to be filed with the secretary
of state, the ((documents)) records shall be filed with the
insurance commissioner rather than the secretary of state.
Sec. 13. RCW 23B.02.050 and 1991
c 72 s 31 are each amended to read as follows:
(1) After
incorporation:
(a) If initial
directors are named in the articles of incorporation, the initial directors
shall hold an organizational meeting, at the call of a 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 a 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 by 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)) the consent of each of the incorporators in
the form of a record describing the action taken and ((signed)) executed
by each incorporator.
(3) An organizational
meeting may be held in or out of this state.
(4) A corporation's
initial report containing the information described in RCW 23B.16.220(1) must
be delivered to the secretary of state within one hundred twenty days of the
date on which the corporation's articles of incorporation were filed.
Sec. 14. RCW 23B.04.035 and 1998
c 23 s 7 are each amended to read as follows:
For those corporations
that have a certificate of authority, are applying for, or intend to apply for
a certificate of authority from the insurance commissioner as an insurance
company under chapter 48.05 RCW, whenever under this chapter corporate ((documents))
records are required to be filed with the secretary of state, the ((documents))
records shall be filed with the insurance commissioner rather than the
secretary of state.
Sec. 15. RCW 23B.05.010 and 1989
c 165 s 40 are each amended to read as follows:
(1) Each corporation
must continuously maintain in this state:
(a) A registered office
that may be the same as any of its places of business. The registered office
shall be at a specific geographic location in this state, and be identified by
number, if any, and street, or building address or rural route, or, if a
commonly known street or rural route address does not exist, by legal
description. A registered office may not be identified by post office box
number or other nongeographic address. For purposes of communicating by mail,
the secretary of state may permit the use of a post office address ((in the
same city as the registered office)) in conjunction with the registered
office address if the corporation also maintains on file the specific
geographic address of the registered office where personal service of process
may be made;
(b) A registered agent
that may be:
(i) An individual
residing in this state whose business office is identical with the registered
office;
(ii) A domestic
corporation or not-for-profit domestic corporation whose business office is
identical with the registered office; ((or))
(iii) A foreign
corporation or not-for-profit foreign corporation authorized to conduct affairs
in this state whose business office is identical with the registered office;
(iv) A domestic
limited liability company whose business office is identical with the
registered office; or
(v) A foreign limited
liability company authorized to conduct affairs in this state whose business
office is identical with the registered office.
(2) A registered agent
shall not be appointed without having given prior ((written)) consent in
a record to the appointment. The ((written)) consent shall be filed
with the secretary of state in such form as the secretary of state may
prescribe. The ((written)) consent shall be filed with or as a part of
the ((document)) record first appointing a registered agent. In
the event any individual ((or)), corporation, or limited
liability company has been appointed agent without consent, that person ((or)),
corporation, or limited liability company may file a notarized statement
attesting to that fact, and the name shall ((forthwith)) immediately
be removed from the records of the secretary of state.
Sec. 16. RCW 23B.05.020 and 1989
c 165 s 41 are each amended to read as follows:
(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 in accord with RCW 23B.05.010(1)(a);
(c) If the current
registered agent is to be changed, the name of the new registered agent and the
new agent's ((written)) consent in a record, either on the
statement or attached to it in a manner and form as the secretary of state
may prescribe, to the appointment; and
(d) That after the
change or changes are made, the street addresses of its registered office and
the business office of its registered agent will be identical.
(2) If a registered
agent changes the street address of the agent's business office, the registered
agent may change the street address of the registered office of any 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,)) of
the change either (a) in a written record, or (b) if the corporation has
designated an address, location, or system to which the notices may be
electronically transmitted and the registered agent electronically transmits the
notice to the corporation at the designated address, location, or system, in an
electronically transmitted record and delivering to the secretary of state
for filing a statement that complies with the requirements of subsection (1) of
this section and recites that the corporation has been notified of the change.
Sec. 17. RCW 23B.06.030 and 1989
c 165 s 46 are each amended to read as follows:
(1) A corporation may
issue the number of shares of each class or series authorized by the articles
of incorporation. Shares that are issued are outstanding shares until they are
reacquired, redeemed, converted, or canceled.
(2) The reacquisition,
redemption, or conversion of outstanding shares is subject to the limitations
of subsection (4) of this section and to RCW 23B.06.400.
(3) Redeemable shares
are deemed to have been redeemed and not entitled to vote after notice of
redemption is ((mailed)) delivered to the holders in
compliance with RCW 23B.01.410 and a sum sufficient to redeem the shares
has been deposited with a bank, trust company, or other financial institution
under an irrevocable obligation to pay the holders the redemption price on
surrender of the shares.
(4) At all times that
shares of the corporation are outstanding, one or more shares that together
have unlimited voting rights and one or more shares that together are entitled
to receive the net assets of the corporation upon dissolution must be
outstanding.
Sec. 18. RCW 23B.06.260 and 1989
c 165 s 54 are each amended to read as follows:
(1) Unless the articles
of incorporation or bylaws provide otherwise, the board of directors of a
corporation may authorize the issue of some or all of the shares of any or all
of its classes or series without certificates. The authorization does not
affect shares already represented by certificates until they are surrendered to
the corporation.
(2) Within a reasonable
time after the issue or transfer of shares without certificates, the
corporation shall send the shareholder a ((written statement of)) record
containing the information required on certificates by RCW 23B.06.250 (2)
and (3), and, if applicable, RCW 23B.06.270.
Sec. 19. RCW 23B.06.300 and 1989
c 165 s 57 are each amended to read as follows:
(1) Unless the articles
of incorporation provide otherwise, and subject to the limitations in
subsections (3) and (4) of this section, the shareholders of a corporation have
a preemptive right, granted on uniform terms and conditions prescribed by the
board of directors to provide a fair and reasonable opportunity to exercise the
right, to acquire proportional amounts of the corporation's unissued shares
upon the decision of the board of directors to issue them.
(2) Unless the articles
of incorporation provide otherwise, a shareholder may waive the shareholder's
preemptive right. A waiver evidenced by ((a writing)) an executed
record is irrevocable even though it is not supported by consideration.
(3) Unless the articles
of incorporation provide otherwise, there is no preemptive right with respect
to:
(a) Shares issued as
compensation to directors, officers, agents, or employees of the corporation,
or its subsidiaries or affiliates;
(b) Shares issued to
satisfy conversion or option rights created to provide compensation to
directors, officers, agents, or employees of the corporation, or its
subsidiaries or affiliates;
(c) Shares issued
pursuant to the corporation's initial plan of financing; and
(d) Shares sold
otherwise than for money.
(4) Unless the articles
of incorporation provide otherwise:
(a) Holders of shares
of any class without general voting rights but with preferential rights to
distributions or assets have no preemptive rights with respect to shares of any
class; and
(b) Holders of shares
of any class with general voting rights but without preferential rights to
distributions or assets have no preemptive rights with respect to shares of any
class with preferential rights to distributions or assets unless the shares
with preferential rights are convertible into or carry a right to subscribe for
or acquire shares without preferential rights.
(5) Unless the articles
of incorporation provide otherwise, shares subject to preemptive rights that
are not acquired by shareholders may be issued to any person for a period of
one year after being offered to shareholders at a consideration set by the board
of directors that is not lower than the consideration set for the exercise of
preemptive rights. An offer at a lower consideration or after the expiration
of one year is subject to the shareholders' preemptive rights.
(6) For purposes of
this section, "shares" includes a security convertible into or
carrying a right to subscribe for or acquire shares.
Sec. 20. RCW 23B.07.010 and 1994
c 256 s 28 are each amended to read as follows:
(1) Except as provided
in subsections (2) and (5) of this section, a corporation shall
hold a meeting of shareholders annually for the election of directors at
a time stated in or fixed in accordance with the bylaws.
(2)(a) If the articles
of incorporation or the bylaws of a corporation registered as an investment
company under the investment company act of 1940 so provide, the corporation is
not required to hold an annual meeting of shareholders in any year in which the
election of directors is not required by the investment company act of 1940.
(b) If a corporation is
required under (a) of this subsection to hold an annual meeting of
shareholders to elect directors, the meeting shall be held no later than one
hundred twenty days after the occurrence of the event requiring the meeting.
(3) Annual
shareholders' meetings may be held in or out of this state at the place stated
in or fixed in accordance with the bylaws. If no place is stated in or fixed
in accordance with the bylaws, annual meetings shall be held at the
corporation's principal office.
(4) The failure to hold
an annual meeting at the time stated in or fixed in accordance with a
corporation's bylaws does not affect the validity of any corporate action.
(5)
Shareholders may act by consent set forth in a record to elect directors as permitted
by RCW 23B.07.040 in lieu of holding an annual meeting.
Sec. 21. RCW 23B.07.020 and 1989
c 165 s 61 are each amended to read as follows:
(1) A corporation shall
hold a special meeting of shareholders:
(a) On call of its
board of directors or the person or persons authorized to do so by the articles
of incorporation or bylaws; or
(b) Except as set forth
in subsections (2) and (3) of this section, if the holders of at least ten
percent of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting ((sign, date, and)) deliver
to the corporation's secretary one or more ((written)) demands set
forth in an executed and dated record for the meeting describing the
purpose or purposes for which it is to be held, which demands shall be set
forth either (i) in an executed record or (ii) if the corporation has
designated an address, location, or system to which the demands may be
electronically transmitted and the demands are electronically transmitted to
that designated address, location, or system, in an executed electronically
transmitted record.
(2) The right of
shareholders of a public company to call a special meeting may be limited or
denied to the extent provided in the articles of incorporation.
(3) If the corporation
is other than a public company, the articles or bylaws may require the demand
specified in subsection (1)(b) of this section be made by a greater percentage,
not in excess of twenty-five percent, of all the votes entitled to be cast on
any issue proposed to be considered at the proposed special meeting.
(4) If not otherwise
fixed under RCW 23B.07.030 or 23B.07.070, the record date for determining
shareholders entitled to demand a special meeting is the date of delivery of
the first shareholder ((signs the)) demand in compliance with
subsection (1) of this section.
(5) Special
shareholders' meetings may be held in or out of this state at the place stated
in or fixed in accordance with the bylaws. If no place is stated or fixed in
accordance with the bylaws, special meetings shall be held at the corporation's
principal office.
(6) Only business
within the purpose or purposes described in the meeting notice required by RCW
23B.07.050(3) may be conducted at a special shareholders' meeting.
Sec. 22. RCW 23B.07.030 and 1989
c 165 s 62 are each amended to read as follows:
(1) The superior court
of the county in which the corporation's registered office is located may,
after notice to the corporation, summarily order a meeting to be held:
(a) On application of
any shareholder of the corporation entitled to vote in the election of
directors at an annual meeting, 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 last annual meeting or action by consent in lieu of such a
meeting; or
(b) On application of a
shareholder who ((signed)) executed a demand for a special
meeting valid under RCW 23B.07.020, if:
(i) Notice of the
special meeting was not given within thirty days after the date the demand was
delivered to the corporation's secretary; or
(ii) The special
meeting was not held in accordance with the notice.
(2) The court may,
after notice to the corporation, fix the time and place of the meeting,
determine the shares and shareholders entitled to participate in the meeting,
specify a record date for determining shareholders entitled to notice of and to
vote at the meeting, prescribe the manner, 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.
Sec. 23. RCW 23B.07.040 and 1997
c 19 s 2 are each amended to read as follows:
(1)(a) Action required
or permitted by this title to be taken at a shareholders' meeting may be taken
without a meeting or a vote if either:
(i) The action is taken
by all shareholders entitled to vote on the action; or
(ii) The action is
taken by shareholders holding of record or otherwise entitled to vote in the
aggregate not less than the minimum number of votes that would be necessary to
authorize or take such action at a meeting at which all shares entitled to vote
on the action were present and voted, and at the time the action is taken the
corporation is not a public company and is authorized to take such action under
this subsection (1)(a)(ii) by a general or limited authorization contained in
its articles of incorporation.
(b) The taking of
action by shareholders without a meeting or vote must be evidenced by one or
more ((written)) consents, each in the form of a record
describing the action taken, ((signed)) executed by shareholders
holding of record or otherwise entitled to vote in the aggregate not less than
the minimum number of votes necessary in order to take such action by ((written))
consent under (a)(i) or (ii) of this subsection, and delivered to the
corporation for inclusion in the minutes or filing with the corporate records,
which consent shall be set forth either (i) in an executed record or (ii) if
the corporation has designated an address, location, or system to which the
consent may be electronically transmitted and the consent is electronically
transmitted to the designated address, location, or system, in an executed
electronically transmitted record.
(2) If not otherwise
fixed under RCW 23B.07.030 or 23B.07.070, the record date for determining
shareholders entitled to take action without a meeting is the date on which the
first shareholder consent is ((signed)) executed under subsection
(1) of this section. Every ((written)) consent shall bear the date of
((signature)) execution of each shareholder who ((signs)) executes
the consent. A ((written)) consent is not effective to take the action
referred to in the consent unless, within sixty days of the earliest dated
consent delivered to the corporation, ((written)) consents ((signed))
executed by a sufficient number of shareholders to take action are
delivered to the corporation.
(3) A shareholder may
withdraw consent only by delivering a ((written)) notice of withdrawal in
the form of a record to the corporation prior to the time when consents
sufficient to authorize taking the action have been delivered to the
corporation.
(4) Unless the ((written))
shareholder consent specifies a later effective date, action taken under this
section is effective when: (a) Consents sufficient to authorize taking the
action have been delivered to the corporation; and (b) the period of advance
notice required by the corporation's articles of incorporation to be given to
any nonconsenting shareholders has been satisfied.
(5) A consent ((signed))
executed under this section has the effect of a meeting vote and may be
described as such in any ((document)) record, except that, if the
action requires the filing of a certificate under any other section of this
title, the certificate so filed shall state, in lieu of any statement required
by that section concerning any vote of shareholders, that ((written))
consent has been obtained in accordance with this section and that ((written))
notice to any nonconsenting shareholders has been given as provided in this
section.
(6) Notice of the
taking of action by shareholders without a meeting by less than unanimous ((written))
consent of all shareholders entitled to vote on the action shall be given,
before the date on which the action becomes effective, to those shareholders
entitled to vote on the action who have not consented ((in writing))
and, if this title would otherwise require that notice of a meeting of
shareholders to consider the action be given to nonvoting shareholders, to all
nonvoting shareholders of the corporation. The general or limited
authorization in the corporation's articles of incorporation authorizing
shareholder action by less than unanimous ((written)) consent shall
specify the amount and form of notice required to be given to nonconsenting
shareholders before the effective date of the action. In the case of action of
a type that would constitute a significant business transaction under RCW
23B.19.020(15), the notice shall be given no fewer than twenty days before the
effective date of the action. The notice shall be in ((writing)) the
form of a record and shall contain or be accompanied by the same material
that, under this title, would have been required to be ((sent)) delivered
to nonconsenting or nonvoting shareholders in a notice of meeting at which the
proposed action would have been submitted for shareholder action. If the
action taken is of a type that would entitle shareholders to exercise
dissenters' rights under RCW 23B.13.020(1), then the notice must comply with
RCW 23B.13.220(2), RCW 23B.13.210 shall not apply, and all shareholders who
have not ((signed)) executed the consent taking the action are
entitled to receive the notice, demand payment under RCW 23B.13.230, and assert
other dissenters' rights as prescribed in chapter 23B.13 RCW.
Sec. 24. RCW 23B.07.060 and 1991
c 72 s 34 are each amended to read as follows:
(1) A shareholder may
waive any notice required by this title, the articles of incorporation, or
bylaws before or after the date and time of the meeting that is the subject of
such notice, or in the case of notice required by RCW 23B.07.040(6), before or
after the action to be taken by ((written)) executed consent is
effective. Except as provided by subsections (2) and (3) of this section, the
waiver must be ((in writing, be signed by the shareholder entitled to the
notice, and be)) delivered by the shareholder entitled to notice to
the corporation for inclusion in the minutes or filing with the corporate
records, which waiver shall be set forth either (a) in an executed and dated
record or (b) if the corporation has designated an address, location, or system
to which the waiver may be electronically transmitted and the waiver is electronically
transmitted to the designated address, location, or system, in an executed and
dated electronically transmitted record.
(2) A shareholder's
attendance at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.
(3) A shareholder
waives objection to consideration of a particular matter at a meeting that is
not within the purpose or purposes described in the meeting notice, unless the
shareholder objects to considering the matter when it is presented.
Sec. 25. RCW 23B.07.220 and 2000
c 168 s 2 are each amended to read as follows:
(1) A shareholder may
vote the shareholder's shares in person or by proxy.
(2) A shareholder or
the shareholder's agent or attorney-in-fact may appoint a proxy to vote or
otherwise act for the shareholder by:
(a) Executing a writing
authorizing another person or persons to act for the shareholder as proxy.
Execution may be accomplished by the shareholder or the shareholder's
authorized officer, director, employee, or agent signing the writing or causing
his or her signature to be affixed to the writing by any reasonable means
including, but not limited to, by facsimile signature; or
(b) Authorizing another
person or persons to act for the shareholder as proxy by transmitting or
authorizing the transmission of ((an)) a recorded telephone call,
voice mail, or other electronic transmission to the person who will be the
holder of the proxy or to a proxy solicitation firm, proxy support service
organization, or like agent duly authorized by the person who will be the
holder of the proxy to receive the transmission, provided that the ((electronic))
transmission must either set forth or be submitted with information, including
any security or validation controls used, from which it can reasonably be
determined that the ((electronic)) transmission was authorized by the
shareholder. If it is determined that the ((electronic)) transmission
is valid, the inspectors of election or, if there are no inspectors, any
officer or agent of the corporation making that determination on behalf of the
corporation shall specify the information upon which they relied. The
corporation shall require the holders of proxies received by ((electronic))
transmission to provide to the corporation copies of the ((electronic))
transmission and the corporation shall retain copies of the ((electronic))
transmission for a reasonable period of time after the election provided that
they are retained for at least sixty days.
(3) An appointment of a
proxy is effective when a signed appointment form or telegram, cablegram,
recorded telephone call, voicemail, or other ((electronic)) transmission
of the appointment is received by the inspectors of election or the officer or
agent of the corporation authorized to tabulate votes. An appointment is valid
for eleven months unless a longer period is expressly provided in the
appointment.
(4) An appointment of a
proxy is revocable by the shareholder unless the appointment indicates that it
is irrevocable and the appointment is coupled with an interest. Appointments
coupled with an interest include the appointment of:
(a) A pledgee;
(b) A person who
purchased or agreed to purchase the shares;
(c) A creditor of the
corporation who extended it credit under terms requiring the appointment;
(d) An employee of the
corporation whose employment contract requires the appointment; or
(e) A party to a voting
agreement created under RCW 23B.07.310.
(5) The death or
incapacity of the shareholder 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 officer or agent of the corporation authorized to
tabulate votes before the proxy exercises the proxy's authority under the
appointment.
(6) An appointment made
irrevocable under subsection (4) of this section is revoked when the interest
with which it is coupled is extinguished.
(7) A transferee for
value of shares subject to an irrevocable appointment may revoke the
appointment if the transferee did not know of its existence when the transferee
acquired the shares and the existence of the irrevocable appointment was not
noted conspicuously on the certificate representing the shares or on the
information statement for shares without certificates.
(8) Subject to RCW
23B.07.240 and to any express limitation on the proxy's authority stated in the
appointment form or recorded telephone call, voice mail, or other
electronic transmission, a corporation is entitled to accept the proxy's vote
or other action as that of the shareholder making the appointment.
(9) For the purposes of
this section only, "sign" or "signature" includes any
manual, facsimile, conformed, or electronic signature.
Sec. 26. RCW 23B.07.240 and 2000
c 168 s 3 are each amended to read as follows:
(1) If the name ((signed))
executed on a vote, consent, waiver, or proxy appointment corresponds to
the name of a shareholder, 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 shareholder.
(2) If the name ((signed))
executed on a vote, consent, waiver, or proxy appointment does not
correspond to the name of its shareholder, 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 shareholder if:
(a) The shareholder is
an entity and the name ((signed)) executed purports to be that of
an officer, partner, or agent of the entity;
(b) The name ((signed))
executed purports to be that of an administrator, executor, guardian, or
conservator representing the shareholder 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;
(c) The name ((signed))
executed purports to be that of a receiver or trustee in bankruptcy of
the shareholder 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;
(d) The name ((signed))
executed purports to be that of a pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the corporation requests, evidence
acceptable to the corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver, or
proxy appointment; or
(e) Two or more persons
are the shareholder as cotenants or fiduciaries and the name ((signed)) executed
purports to be the name of at least one of the coowners and the person signing
appears to be acting on behalf of all the coowners.
(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 shareholder))
its execution.
(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
or RCW 23B.07.220(2) are not liable in damages to the shareholder for the consequences
of the acceptance or rejection.
(5) Corporate action
based on the acceptance or rejection of a vote, consent, waiver, or proxy
appointment under this section, or RCW 23B.07.220(2) is valid unless a court of
competent jurisdiction determines otherwise.
Sec. 27. RCW 23B.08.030 and 1994
c 256 s 29 are each amended to read as follows:
(1) A board of
directors must consist of one or more individuals, with the number specified in
or fixed in accordance with the articles of incorporation or bylaws.
(2)
Directors are elected at the first annual shareholders' meeting and at each
annual meeting thereafter unless (a) their terms are staggered under RCW
23B.08.060, or (b) their terms are otherwise governed by RCW 23B.05.050. Directors
also may be elected by consent action under RCW 23.07.040.
Sec. 28. RCW 23B.08.070 and 1989
c 165 s 86 are each amended to read as follows:
(1) A director may
resign at any time by delivering ((written)) an executed notice
to the board of directors, its chairperson, the president, or the secretary.
(2) A resignation is
effective when the notice is delivered unless the notice specifies a later
effective date.
Sec. 29. RCW 23B.08.210 and 1989
c 165 s 92 are each amended to read as follows:
(1) Unless the articles
of incorporation 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)) executed by each director either before or
after the action taken, and delivered to the corporation for inclusion in the
minutes or filing with the corporate records, each of which consents shall
be set forth either (a) in an executed record or (b) if the corporation has
designated an address, location, or system to which the consents may be
electronically transmitted and the consent is electronically transmitted to the
designated address, location, or system, in an executed electronically
transmitted record.
(2) Action taken under
this section is effective when the last director ((signs)) executes
the consent, unless the consent specifies a later 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)) record.
Sec. 30. RCW 23B.08.230 and 1989
c 165 s 94 are each amended to read as follows:
(1) A director may
waive any notice required by this title, the articles of incorporation, or
bylaws before or after the date and time stated in the notice, and such waiver
shall be equivalent to the giving of such notice. Except as provided by
subsection (2) of this section, the waiver must be ((in writing, signed))
delivered by the director entitled to the notice((, and delivered))
to the corporation for inclusion in the minutes or filing with the corporate
records, which waiver shall be set forth either (a) in an executed record or
(b) if the corporation has designated an address, location, or system to which
the waiver may be electronically transmitted and the waiver has been electronically
transmitted to the designated address, location, or system, in an executed
electronically transmitted record.
(2) A director's
attendance at or participation in a meeting waives any required notice to the
director of the meeting unless the director at the beginning of the meeting, or
promptly upon the director's arrival, objects to holding the meeting or
transacting business at the meeting and does not thereafter vote for or assent
to action taken at the meeting.
Sec. 31. RCW 23B.08.240 and 1991
c 72 s 35 are each amended to read as follows:
(1) Unless the articles
of incorporation or bylaws require a greater or lesser number, a quorum of a
board of directors consists of a majority of the number of directors specified
in or fixed in accordance with the articles of incorporation or bylaws.
(2) Notwithstanding
subsection (1) of this section, a quorum of a board of directors may in no
event be less than one-third of the number of directors specified in or fixed
in accordance with the articles of incorporation or bylaws.
(3) 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 of directors unless the articles of
incorporation or bylaws require the vote of a greater number of directors.
(4) A director who is
present at a meeting of the board of directors when action is taken is deemed
to have assented to the action taken unless: (a) The director objects at the
beginning of the meeting, or promptly upon the director's arrival, to holding
it or transacting business at the meeting; (b) the director's dissent or
abstention from the action taken is entered in the minutes of the meeting; or
(c) the director delivers ((written)) notice of the director's dissent
or abstention to the presiding officer of the meeting before its adjournment or
to the corporation within a reasonable time after adjournment of the meeting.
The right of dissent or abstention is not available to a director who votes in
favor of the action taken.
Sec. 32. RCW 23B.08.600 and 1989
c 165 s 115 are each amended to read as follows:
If a corporation
indemnifies or advances expenses to a director under RCW 23B.08.510,
23B.08.520, 23B.08.530, 23B.08.540, or 23B.08.560 in connection with a
proceeding by or in the right of the corporation, the corporation shall report
the indemnification or advance in ((writing)) the form of a notice
to the shareholders delivered with or before the notice of the next
shareholders' meeting.
Sec. 33. RCW 23B.10.012 and 1998
c 23 s 9 are each amended to read as follows:
For those corporations
that have a certificate of authority, are applying for, or intend to apply for
a certificate of authority from the insurance commissioner as an insurance
company under chapter 48.05 RCW, whenever under this chapter corporate ((documents))
records are required to be filed with the secretary of state, the ((documents))
records shall be filed with the insurance commissioner rather than the
secretary of state.
Sec. 34. RCW 23B.11.040 and 1989
c 165 s 134 are each amended to read as follows:
(1) A parent
corporation owning at least ninety percent of the outstanding shares of each
class of a subsidiary corporation may merge the subsidiary into itself without
approval of the shareholders of the parent or subsidiary.
(2) The board of
directors of the parent shall adopt a plan of merger that sets forth:
(a) The names of the
parent and subsidiary; and
(b) The manner and
basis of converting the shares of the subsidiary into shares, obligations, or
other securities of the parent or any other corporation or into cash or other
property in whole or part.
(3) Within ten days
after the corporate action is taken, the parent shall ((mail a copy of the
plan of merger)) deliver a notice to each shareholder of the
subsidiary, which notice shall include a copy of the plan of merger.
(4) Articles of merger
under this section may not contain amendments to the articles of incorporation
of the parent corporation, except for amendments enumerated in RCW 23B.10.020.
Sec. 35. RCW 23B.13.030 and 1989
c 165 s 142 are each amended to read as follows:
(1) A record
shareholder may assert dissenters' rights as to fewer than all the shares
registered in the shareholder's name only if the shareholder dissents with
respect to all shares beneficially owned by any one person and ((notifies))
delivers to the corporation ((in writing)) a notice of the
name and address of each person on whose behalf the shareholder asserts
dissenters' rights. The rights of a partial dissenter under this subsection
are determined as if the shares as to which the dissenter dissents and the
dissenter's other shares were registered in the names of different
shareholders.
(2) A beneficial
shareholder may assert dissenters' rights as to shares held on the beneficial
shareholder's behalf only if:
(a) The beneficial
shareholder submits to the corporation the record shareholder's ((written))
consent to the dissent not later than the time the beneficial shareholder
asserts dissenters' rights, which consent shall be set forth either (i) in a
record or (ii) if the corporation has designated an address, location, or
system to which the consent may be electronically transmitted and the consent
is electronically transmitted to the designated address, location, or system,
in an electronically transmitted record; and
(b) The beneficial
shareholder does so with respect to all shares of which such shareholder is the
beneficial shareholder or over which such shareholder has power to direct the
vote.
Sec. 36. RCW 23B.13.200 and 1989
c 165 s 143 are each amended to read as follows:
(1) If proposed
corporate action creating dissenters' rights under RCW 23B.13.020 is submitted
to a vote at a shareholders' meeting, the meeting notice must state that
shareholders are or may be entitled to assert dissenters' rights under this chapter
and be accompanied by a copy of this chapter.
(2) If corporate action
creating dissenters' rights under RCW 23B.13.020 is taken without a vote of
shareholders, the corporation, within ten days after (([the])) the
effective date of such corporate action, shall ((notify in writing)) deliver
a notice to all shareholders entitled to assert dissenters' rights that the
action was taken and send them the ((dissenters')) notice described in
RCW 23B.13.220.
Sec. 37. RCW 23B.13.210 and 1989
c 165 s 144 are each amended to read as follows:
(1) If proposed
corporate action creating dissenters' rights under RCW 23B.13.020 is submitted
to a vote at a shareholders' meeting, a shareholder who wishes to assert
dissenters' rights must (a) deliver to the corporation before the vote is taken
((written)) notice of the shareholder's intent to demand payment for the
shareholder's shares if the proposed action is effected, and (b) not vote such
shares in favor of the proposed action.
(2) A shareholder who
does not satisfy the requirements of subsection (1) of this section is not
entitled to payment for the shareholder's shares under this chapter.
Sec. 38. RCW 23B.13.220 and 1989
c 165 s 145 are each amended to read as follows:
(1) If proposed
corporate action creating dissenters' rights under RCW 23B.13.020 is authorized
at a shareholders' meeting, the corporation shall deliver a ((written
dissenters')) notice to all shareholders who satisfied the requirements of
RCW 23B.13.210.
(2) The ((dissenters'))
notice must be sent within ten days after the effective date of the corporate
action, and must:
(a) State where the
payment demand must be sent and where and when certificates for certificated
shares must be deposited;
(b) Inform holders of
uncertificated shares to what extent transfer of the shares will be restricted
after the payment demand is received;
(c) Supply a form for
demanding payment that includes the date of the first announcement to news
media or to shareholders of the terms of the proposed corporate action and
requires that the person asserting dissenters' rights certify whether or not
the person acquired beneficial ownership of the shares before that date;
(d) Set a date by which
the corporation must receive the payment demand, which date may not be fewer
than thirty nor more than sixty days after the date the notice in subsection
(1) of this section is delivered; and
(e) Be accompanied by a
copy of this chapter.
Sec. 39. RCW 23B.13.230 and 1989
c 165 s 146 are each amended to read as follows:
(1) A shareholder sent
a ((dissenters')) notice described in RCW 23B.13.220 must demand
payment, certify whether the shareholder acquired beneficial ownership of the
shares before the date required to be set forth in the ((dissenters'))
notice pursuant to RCW 23B.13.220(2)(c), and deposit the shareholder's
certificates, all in accordance with the terms of the notice.
(2) The shareholder who
demands payment and deposits the shareholder's share certificates under
subsection (1) of this section retains all other rights of a shareholder until
the proposed corporate action is effected.
(3) A shareholder who
does not demand payment or deposit the shareholder's share certificates where
required, each by the date set in the ((dissenters')) notice, is not
entitled to payment for the shareholder's shares under this chapter.
Sec. 40. RCW 23B.13.280 and 1989
c 165 s 151 are each amended to read as follows:
(1) A dissenter may ((notify))
deliver a notice to the corporation informing the corporation ((in
writing)) of the dissenter's own estimate of the fair value of the
dissenter's shares and amount of interest due, and demand payment of the
dissenter's estimate, less any payment under RCW 23B.13.250, or reject the
corporation's offer under RCW 23B.13.270 and demand payment of the dissenter's
estimate of the fair value of the dissenter's shares and interest due, if:
(a) The dissenter
believes that the amount paid under RCW 23B.13.250 or offered under RCW
23B.13.270 is less than the fair value of the dissenter's shares or that the
interest due is incorrectly calculated;
(b) The corporation
fails to make payment under RCW 23B.13.250 within sixty days after the date set
for demanding payment; or
(c) The corporation
does not effect the proposed action and does not return the deposited
certificates or release the transfer restrictions imposed on uncertificated
shares within sixty days after the date set for demanding payment.
(2) A dissenter waives
the right to demand payment under this section unless the dissenter notifies
the corporation of the dissenter's demand ((in writing)) under
subsection (1) of this section within thirty days after the corporation made or
offered payment for the dissenter's shares.
Sec. 41. RCW 23B.14.392 and 1998
c 23 s 10 are each amended to read as follows:
For those corporations
that have a certificate of authority, are applying for, or intend to apply for
a certificate of authority from the insurance commissioner as an insurance
company under chapter 48.05 RCW, whenever under this chapter corporate ((documents))
records are required to be filed with the secretary of state, the ((documents))
records shall be filed with the insurance commissioner rather than the
secretary of state.
Sec. 42. RCW 23B.15.032 and 1998
c 23 s 11 are each amended to read as follows:
For those corporations
that have a certificate of authority, are applying for, or intend to apply for
a certificate of authority from the insurance commissioner as an insurance
company under chapter 48.05 RCW, whenever under this chapter corporate ((documents))
records are required to be filed with the secretary of state, the ((documents))
records shall be filed with the insurance commissioner rather than the
secretary of state.
Sec. 43. RCW 23B.15.070 and 1989
c 165 s 175 are each amended to read as follows:
(1) Each foreign
corporation authorized to transact business in this state must continuously
maintain in this state:
(a) A registered office
which may be, but need not be, the same as its place of business in this
state. The registered office shall be at a specific geographic location in
this state, and be identified by number, if any, and street, building address,
or rural route, or, if a commonly known street or rural route address does not exist,
by legal description. A registered office may not be identified by post office
box number or other nongeographic address. For purposes of communicating by
mail, the secretary of state may permit the use of a post office address in the
same city as the registered office to be used in conjunction with the
registered office address if the corporation also maintains on file the
specific geographic address of the registered office where personal service of
process may be made.
(b) A registered agent,
who may be:
(i) An individual who
resides in this state and whose business office is identical with the
registered office;
(ii) A domestic
corporation or not-for-profit domestic corporation whose business office is
identical with the registered office; ((or))
(iii) A foreign
corporation or foreign not-for-profit corporation authorized to transact
business or conduct affairs in this state whose business office is identical
with the registered office;
(iv) A domestic
limited liability company whose business office is identical with the
registered office; or
(v) A foreign
limited liability company authorized to conduct affairs in this state whose
business office is identical with the registered office.
(2) A registered agent
shall not be appointed without having given prior ((written)) consent in
a record to the appointment. The ((written)) consent shall be filed
with the secretary of state in such form as the secretary of state may
prescribe. The ((written)) consent shall be filed with or as a part of
the ((document)) record first appointing a registered agent. In
the event any individual ((or)), corporation, or limited
liability company has been appointed agent without consent, that person ((or)),
corporation, or limited liability company may file a notarized statement
attesting to that fact, and the name shall forthwith be removed from the
records.
Sec. 44. RCW 23B.15.080 and 1989
c 165 s 176 are each amended to read as follows:
(1) A foreign
corporation authorized to transact business in this state 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 in the manner and form as the secretary of state may prescribe, to
the appointment; and
(d) That, after the
change or changes are made, the street addresses of its registered office and
the business office of its registered agent will be identical.
(2) If a registered
agent changes the street address of the agent's business office, the registered
agent may change the street address of the registered office of any 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,)) of the change either (a) in a record or (b) if the
corporation has designated an address, location, or system to which the notices
may be electronically transmitted and the registered agent electronically
transmits the notice to the corporation at the designated address, location, or
system, in an electronically transmitted record, and delivering to the
secretary of state for filing a statement of change that complies with the
requirements of subsection (1) of this section and recites that the corporation
has been notified of the change.
Sec. 45. RCW 23B.16.010 and 1991
c 72 s 40 are each amended to read as follows:
(1) A corporation shall
keep as permanent records minutes of all meetings of its shareholders and board
of directors, a record of all actions taken by the shareholders or board of
directors without a meeting, and a record of all actions taken by a committee
of the board of directors exercising the authority of the board of directors on
behalf of the corporation.
(2) A corporation shall
maintain appropriate accounting records.
(3) A corporation or
its agent shall maintain a record of its shareholders, in a form that permits
preparation of a list of the names and addresses of all shareholders, in
alphabetical order by class of shares showing the number and class of shares
held by each.
(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) The minutes of all
shareholders' meetings, and records of all action taken by shareholders without
a meeting, for the past three years;
(d) The financial
statements described in RCW 23B.16.200(1), for the past three years;
(e) All ((written))
communications in the form of a record to shareholders generally within
the past three years;
(f) A list of the names
and business addresses of its current directors and officers; and
(g) Its initial report
or most recent annual report delivered to the secretary of state under RCW
23B.16.220.
Sec. 46. RCW 23B.16.020 and 1989
c 165 s 183 are each amended to read as follows:
(1) A shareholder of a
corporation is entitled to inspect and copy, during regular business hours at
the corporation's principal office, any of the records of the corporation
described in RCW 23B.16.010(5) if the shareholder gives the corporation ((written))
notice of the shareholder's demand at least five business days before the date
on which the shareholder wishes to inspect and copy.
(2) A shareholder of a
corporation is entitled to inspect and copy, during regular business hours at a
reasonable location specified by the corporation, any of the following records
of the corporation if the shareholder meets the requirements of subsection (3)
of this section and gives the corporation ((written)) notice of the shareholder's
demand at least five business days before the date on which the shareholder
wishes to inspect and copy:
(a) Excerpts from
minutes of any meeting of the board of directors, records of any action of a
committee of the board of directors while exercising the authority of the board
of directors, minutes of any meeting of the shareholders, and records of action
taken by the shareholders or board of directors without a meeting, to the
extent not subject to inspection under subsection (1) of this section;
(b) Accounting records
of the corporation; and
(c) The record of
shareholders.
(3) A shareholder may
inspect and copy the records described in subsection (2) of this section only
if:
(a) The shareholder's
demand is made in good faith and for a proper purpose;
(b) The shareholder
describes with reasonable particularity the shareholder's purpose and the
records the shareholder desires to inspect; and
(c) The records are
directly connected with the shareholder's purpose.
(4) The right of
inspection granted by this section may not be abolished or limited by a
corporation's articles of incorporation or bylaws.
(5) This section does
not affect:
(a) The right of a
shareholder to inspect records under RCW 23B.07.200 or, if the shareholder 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.
(6) For purposes of
this section, "shareholder" includes a beneficial owner whose shares
are held in a voting trust or by a nominee on the beneficial owner's behalf.
Sec. 47. RCW 23B.16.200 and 1989
c 165 s 186 are each amended to read as follows:
(1) Not later than four
months after the close of each fiscal year, and in any event prior to the
annual meeting of shareholders, each corporation shall prepare (a) a balance
sheet showing in reasonable detail the financial condition of the corporation
as of the close of its fiscal year, and (b) an income statement showing the
results of its operation during its fiscal year. Such statements may be
consolidated or combined statements of the corporation and one or more of its
subsidiaries, as appropriate. If financial statements are prepared by the corporation
for any purpose on the basis of generally accepted accounting principles, the
annual statements must also be prepared, and disclose that they are prepared,
on that basis. If financial statements are prepared only on a basis other than
generally accepted accounting principles, they must be prepared, and disclose
that they are prepared, on the same basis as other reports and statements
prepared by the corporation for the use of others.
(2) Upon ((written))
request, the corporation shall promptly ((mail)) deliver to any
shareholder a copy of the most recent balance sheet and income statement,
which request shall be set forth either (a) in a written record or (b) if the
corporation has designated an address, location, or system to which the request
may be electronically transmitted and the request is electronically transmitted
to the corporation at the designated address, location, or system, in an
electronically transmitted record. If prepared for other purposes, the
corporation shall also furnish upon ((written)) the request a
statement of sources and applications of funds, and a statement of changes in
shareholders' equity, for the most recent fiscal year.
(3) If the annual
financial statements are reported upon by a public accountant, the accountant's
report must accompany them. If not, the statements must be accompanied by a
statement of the president or the person responsible for the corporation's
accounting records:
(a) Stating the
person's reasonable belief 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 basis used for statements prepared for the preceding year.
(4) For
purposes of this section, "shareholder" includes a beneficial owner
whose shares are held in a voting trust or by a nominee on the beneficial
owner's behalf.
