BILL REQ. #:  Z-0252.2 

Read first time 01/16/2003.   Referred to Committee on Judiciary.

     AN ACT Relating to the Washington nonprofit corporation act; amending RCW 24.03.005, 24.03.007, 24.03.008, 24.03.017, 24.03.020, 24.03.045, 24.03.050, 24.03.055, 24.03.080, 24.03.085, 24.03.113, 24.03.120, 24.03.135, 24.03.155, 24.03.165, 24.03.170, 24.03.183, 24.03.195, 24.03.200, 24.03.207, 24.03.215, 24.03.220, 24.03.230, 24.03.235, 24.03.240, 24.03.330, 24.03.332, 24.03.340, 24.03.345, 24.03.365, 24.03.380, 24.03.410, 24.03.425, 24.03.430, 24.03.445, 24.03.450, 24.03.460, and 24.03.465; and adding a new section to chapter 24.03 RCW.

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

Sec. 1   RCW 24.03.005 and 2002 c 74 s 4 are each amended to read as follows:
     As used in this chapter, unless the context otherwise requires, the term:
     (1) "Corporation" or "domestic corporation" means a corporation not for profit subject to the provisions of this chapter, except a foreign corporation.
     (2) "Foreign corporation" means a corporation not for profit organized under laws other than the laws of this state.
     (3) "Not for profit corporation" or "nonprofit corporation" means a corporation no part of the income of which is distributable to its members, directors or officers.
     (4) "Articles of incorporation" and "articles" mean the original articles of incorporation and all amendments thereto, and includes articles of merger and restated articles.
     (5) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
     (6) "Member" means an individual or entity having membership rights in a corporation in accordance with the provisions of its articles or incorporation or bylaws.
     (7) "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated in the articles or bylaws.
     (8) "Insolvent" means inability of a corporation to pay debts as they become due in the usual course of its affairs.
     (9) (("Duplicate originals" means two copies, original or otherwise, each with original signatures, or one original with original signatures and one copy thereof.)) "Deliver" means: (a) Mailing; (b) transmission by facsimile equipment, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or members; (c) electronic transmission, in accordance with the officer's, director's, or member's consent, for purposes of delivering a demand, consent, notice, or waiver to the corporation or one of its officers, directors, or members under section 4 of this act; and (d) as prescribed by the secretary of state for purposes of submitting a record for filing with the secretary of state.
     (10) "Conforms to law" as used in connection with duties of the secretary of state in reviewing ((documents)) records for filing under this chapter, means the secretary of state has determined that the ((document)) record complies as to form with the applicable requirements of this chapter.
     (11) "Effective date" means, in connection with a ((document)) record filing made by the secretary of state, the date which is shown by affixing a "filed" stamp on the ((documents)) records. When a ((document)) record is received for filing by the secretary of state in a form which complies with the requirements of this chapter and which would entitle the ((document)) record to be filed immediately upon 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 the date on which the secretary of state first received the ((document)) record in acceptable form. An applicant may request a specific effective date no more than thirty days later than the receipt date which might otherwise be applied as the effective date.
     (12) "Electronic transmission" means an electronic communication (a) not directly involving the physical transfer of a record in a tangible medium and (b) that may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by a sender and recipient.
     (13) "Electronically transmitted" means the initiation of an electronic transmission.
     (14) "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) filed in compliance with the standards for filing with the office of the secretary of state as prescribed by the secretary of state, with respect to a record to be filed with the secretary of state.
     (15) "Executed by an officer of the corporation," or words of similar import, means that any ((document signed)) record executed by such person shall be and is ((signed)) executed by that person under penalties of perjury and in an official and authorized capacity on behalf of the corporation or person making the ((document)) record submission with the secretary of state and, for the purpose of ((documents)) records filed electronically with the secretary of state, in compliance with the rules adopted by the secretary of state for electronic filing.
     (((13))) (16) "An officer of the corporation" means, in connection with the execution of ((documents)) records submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of the corporation.
     (((14))) (17) "Public benefit not for profit corporation" or "public benefit nonprofit corporation" means a corporation no part of the income of which is distributable to its members, directors, or officers and that holds a current tax exempt status as provided under 26 U.S.C. Sec. 501(c)(3) or is specifically exempted from the requirement to apply for its tax exempt status under 26 U.S.C. Sec. 501(c)(3).
     (18) "Record" means information inscribed on a tangible medium or contained in an electronic transmission.
     (19) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material.
     (20) "Writing" does not include an electronic transmission.
     (21) "Written" means embodied in a tangible medium.

Sec. 2   RCW 24.03.007 and 2002 c 74 s 5 are each amended to read as follows:
     The secretary of state may adopt rules to facilitate electronic filing. The rules will detail the circumstances under which the electronic filing of ((documents)) records will be permitted, how the ((documents)) records will be filed, and how the secretary of state will return filed ((documents)) records. The rules may also impose additional requirements related to implementation of electronic filing processes, including but not limited to file formats, signature technologies, delivery, and the types of entities((, records,)) or ((documents)) records permitted.

Sec. 3   RCW 24.03.008 and 2002 c 74 s 6 are each amended to read as follows:
     A ((document)) record submitted to the secretary of state for filing under this chapter must be accompanied by an exact or conformed copy of the ((document)) record, unless the secretary of state provides by rule that an exact or conformed copy is not required.

NEW SECTION.  Sec. 4   A new section is added to chapter 24.03 RCW to read as follows:
     (1) A notice to be provided by electronic transmission must be electronically transmitted.
     (2) Notice to members and directors in an electronic transmission that otherwise complies with the requirements of this chapter is effective only with respect to members and directors who have consented, in the form of a record, to receive electronically transmitted notices under this chapter.
     (a) Notice to members and directors includes material that this chapter requires or permits to accompany the notice.
     (b) A member or director who provides consent, in the form of a record, to receipt of electronically transmitted notices shall designate in the consent the message format accessible to the recipient, and the address, location, or system to which these notices may be electronically transmitted.
     (c) A member or director who has consented to receipt of electronically transmitted notices may revoke the consent by delivering a revocation to the corporation in the form of a record.
     (d) The consent of any member or director is revoked if the corporation is unable to electronically transmit two consecutive notices given by the corporation in accordance with the consent, and this inability becomes known to the secretary of the corporation or 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.
     (3) Notice to members or directors who have consented to receipt of electronically transmitted notices may be provided notice by posting the notice on an electronic network and delivering to the member or director a separate record of the posting, together with comprehensible instructions regarding how to obtain access to this posting on the electronic network.
     (4) Notice provided in an electronic transmission is effective when it: (a) Is electronically transmitted to an address, location, or system designated by the recipient for that purpose, and is made pursuant to the consent provided by the recipient; or (b) 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.

Sec. 5   RCW 24.03.017 and 1982 c 35 s 73 are each amended to read as follows:
     Any corporation organized under any act of the state of Washington for any one or more of the purposes for which a corporation may be organized under this chapter and for no purpose other than those permitted by this chapter, and to which this chapter does not otherwise apply, may elect to have this chapter and the provisions thereof apply to such corporation. Such corporation may so elect by having a resolution to do so adopted by the governing body of such corporation and by delivering to the secretary of state a statement of election in accordance with this section. Such statement of election shall be executed ((in duplicate)) by the corporation by an officer of the corporation, and shall set forth:
     (1) The name of the corporation;
     (2) The act which created the corporation or pursuant to which it was organized;
     (3) That the governing body of the corporation has elected to have this chapter and the provisions thereof apply to ((said)) the corporation.
     ((Duplicate originals of such)) The statement of election shall be delivered to the secretary of state. If the secretary of state finds that the statement of election conforms to law, the secretary of state shall, when fees in the same amount as required by this chapter for filing articles of incorporation have been paid, endorse on ((each of such duplicates)) the statement the word "filed" and the effective date of the filing thereof, shall file ((one of such duplicate originals)) the statement, and shall issue a certificate of elective coverage to which ((the other duplicate original)) an exact or conformed copy of the statement shall be affixed.
     The certificate of elective coverage together with the ((duplicate original)) exact or conformed copy of the statement affixed thereto by the secretary of state shall be returned to the corporation or its representative. Upon the filing of the statement of elective coverage, the provisions of this chapter shall apply to ((said)) the corporation which thereafter shall be subject to and shall have the benefits of this chapter and the provisions thereof as they exist on the date of filing such statement of election and as they may be amended from time to time thereafter, including, without limiting the generality of the foregoing, the power to amend its charter or articles of incorporation, whether or not created by special act of the legislature, delete provisions therefrom and add provisions thereto in any manner and to any extent it may choose to do from time to time so long as its amended articles shall not be inconsistent with the provisions of this chapter.

Sec. 6   RCW 24.03.020 and 1986 c 240 s 3 are each amended to read as follows:
     One or more persons of the age of eighteen years or more, or a domestic or foreign, profit or nonprofit, corporation, may act as incorporator or incorporators of a corporation by ((signing)) executing and delivering to the secretary of state articles of incorporation for such corporation.

Sec. 7   RCW 24.03.045 and 1998 c 102 s 3 are each amended to read as follows:
     The corporate name:
     (1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its articles of incorporation.
     (2)(a) Except as provided in (b) and (c) of this subsection, must be distinguishable upon the records of the secretary of state from:
     (i) The corporate name or reserved name of a corporation or domestic corporation organized or authorized to transact business under this chapter;
     (ii) A corporate name reserved or registered under chapter 23B.04 RCW;
     (iii) The fictitious name adopted under RCW 23B.15.060 by a foreign corporation authorized to transact business in this state because its real name is unavailable;
     (iv) The name or reserved name of a mutual corporation or miscellaneous corporation incorporated or authorized to do business under chapter 24.06 RCW;
     (v) The name or reserved name of a foreign or domestic limited partnership formed or registered under chapter 25.10 RCW;
     (vi) The name or reserved name of a limited liability company organized or registered under chapter 25.15 RCW; and
     (vii) The name or reserved name of a limited liability partnership registered under chapter 25.04 RCW.
     (b) A corporation may apply to the secretary of state for authorization to use a name that is not distinguishable upon the records from one or more of the names described in (a) of this subsection. The secretary of state shall authorize use of the name applied for if:
     (i) The other corporation, company, holder, limited liability partnership, or limited partnership consents to the use in ((writing)) the form of a record and files with the secretary of state ((documents)) records necessary to change its name or the name reserved or registered to a name that is distinguishable upon the records of the secretary of state from the name of the applying corporation; or
     (ii) The applicant delivers to the secretary of state a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
     (c) A corporation may use the name, including the fictitious name, of another domestic or foreign corporation, limited liability company, limited partnership, or limited liability partnership, that is used in this state if the other entity is formed or authorized to transact business in this state, and the proposed user corporation:
     (i) Has merged with the other corporation, limited liability company, or limited partnership; or
     (ii) Has been formed by reorganization of the other corporation.
     (3) Shall be transliterated into letters of the English alphabet, if it is not in English.
     (4) Shall not include or end with "incorporated," "company," "corporation," "partnership," "limited partnership," or "Ltd.," or any abbreviation thereof, but may use "club," "league," "association," "services," "committee," "fund," "society," "foundation," ". . . . . ., a nonprofit corporation," or any name of like import.
     (5) May only include the term "public benefit" or names of like import if the corporation has been designated as a public benefit nonprofit corporation by the secretary in accordance with this chapter.
     (6) A name shall not be considered distinguishable upon the records of the secretary of state by virtue of:
     (a) A variation in any of the following designations for the same name: "Corporation," "incorporated," "company," "limited," "partnership," "limited partnership," "limited liability company," or "limited liability partnership," or the abbreviations "corp.," "inc.," "co.," "ltd.," "LP," "L.P.," "LLP," "L.L.P.," "LLC," or "L.L.C.";
     (b) The addition or deletion of an article or conjunction such as "the" or "and" from the same name;
     (c) Punctuation, capitalization, or special characters or symbols in the same name; or
     (d) Use of abbreviation or the plural form of a word in the same name.
     (7) This title does not control the use of assumed business names or "trade names."

Sec. 8   RCW 24.03.050 and 1986 c 240 s 9 are each amended to read as follows:
     Each corporation shall have and continuously maintain in this state:
     (1) A registered office which may be, but need not be, the same as its principal office. 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 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.
     (2) A registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with such registered office, or a domestic limited liability company whose business office is identical with the registered office, or a foreign limited liability company authorized to conduct affairs in this state whose business address is identical with the registered office. A registered agent shall not be appointed without having given prior ((written)) consent to the appointment, in the form of a record. The ((written)) consent shall be filed with the secretary of state in such form as the secretary 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.
     No Washington corporation or foreign corporation authorized to conduct affairs in this state may be permitted to maintain any action in any court in this state until the corporation complies with the requirements of this section.

Sec. 9   RCW 24.03.055 and 1993 c 356 s 3 are each amended to read as follows:
     A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state in the form prescribed by the secretary of state a statement setting forth:
     (1) The name of the corporation.
     (2) If the current registered office is to be changed, the street address to which the registered office is to be changed.
     (3) If the current registered agent is to be changed, the name of the new registered agent.
     (4) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.
     Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the secretary of state, together with a ((written)) consent, in the form of a record, of the registered agent to ((his or its)) the appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall endorse thereon the word "Filed," and the month, day, and year of the filing thereof, and file the statement. The change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective upon filing unless a later date is specified.
     Any registered agent of a corporation may resign as such agent upon filing a ((written)) notice thereof, ((executed in duplicate)) in the form of a record, with the secretary of state, who shall ((forthwith mail a)) immediately deliver an exact or conformed copy thereof to the corporation in care of an officer, who is not the resigning registered agent, at the address of such officer as shown by the most recent annual report of the corporation. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state.
     If a registered agent changes the agent's business address to another place within the state, the agent may change such address and the address of the registered office of any corporation of which the agent is a registered agent, by filing a statement as required by this section except that it need be ((signed)) executed only by the registered agent, it need not be responsive to subsection (3) of this section, and it must recite that a copy of the statement has been ((mailed)) delivered to the secretary of the corporation.

Sec. 10   RCW 24.03.080 and 1969 ex.s. c 115 s 1 are each amended to read as follows:
     ((Written or printed)) (1) Notice, in the form of a record, in a tangible medium, or in an electronic transmission, stating the place, day, and hour of the annual meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, ((either personally or by mail,)) by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at such meeting. Notice of regular meetings other than annual shall be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten days prior to the next succeeding regular meeting and at any time when requested by a member or by such other notice as may be prescribed by the bylaws.
     (2) If notice is provided in a tangible medium, it may be transmitted by: Mail, private carrier, or personal delivery; telegraph or teletype; or telephone, wire, or wireless equipment that transmits a facsimile of the notice. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage thereon prepaid. Other forms of notice in a tangible medium described in this subsection are effective when received.
     (3) If notice is provided in an electronic transmission, it must satisfy the requirements of section 4 of this act.

Sec. 11   RCW 24.03.085 and 1969 ex.s. c 115 s 2 are each amended to read as follows:
     (1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
     (2) A member may vote in person or, if so authorized by the articles of incorporation or the bylaws, may vote by proxy in the form of a record executed ((in writing)) by the member or ((by his)) a duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.
     (3) Where directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail or by electronic transmission, as described in this subsection, if the name of each candidate to be voted upon is set forth in a record accompanying or contained in the notice of meeting. If the bylaws provide, an election may be conducted by electronic transmission if the corporation has designated an address, location, or system to which the ballot may be electronically transmitted and the ballot is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record. Members voting by mail or electronic transmission are present for all purposes of quorum, count of votes, and percentages of total voting power present.
     (4) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote shall have the right to cumulate his vote and to give one candidate a number of votes equal to his vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates.

Sec. 12   RCW 24.03.113 and 1986 c 240 s 19 are each amended to read as follows:
     A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director's dissent or abstention shall be entered in the minutes of the meeting or unless the director shall ((file)) deliver his or her ((written)) dissent or abstention to such action ((with)) to the person acting as the secretary of the meeting before the adjournment thereof, or shall ((forward)) deliver such dissent or abstention ((by registered mail)) to the secretary of the corporation immediately after the adjournment of the meeting which dissent or abstention must be in the form of a record. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.

Sec. 13   RCW 24.03.120 and 1986 c 240 s 21 are each amended to read as follows:
     Meetings of the board of directors, regular or special, may be held either within or without this state.
     Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meeting of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws. If notice of regular or special meetings is provided by electronic transmission, it must satisfy the requirements of section 4 of this act.
     Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

Sec. 14   RCW 24.03.135 and 1986 c 240 s 24 are each amended to read as follows:
     Each corporation shall keep at its registered office, its principal office in this state, or at its secretary's office if in this state, the following documents in the form of a record:
     (1) Current articles and bylaws;
     (2) A ((record)) list of members, including names, addresses, and classes of membership, if any;
     (3) Correct and adequate ((records)) statements of accounts and finances;
     (4) A ((record)) list of officers' and directors' names and addresses;
     (5) Minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board. ((Records may be written, or electronic if capable of being converted to writing.))
     The corporate records shall be open at any reasonable time to inspection by any member of more than three months standing or a representative of more than five percent of the membership.
     Cost of inspecting or copying shall be borne by such member except for costs for copies of articles or bylaws. Any such member must have a purpose for inspection reasonably related to membership interests. Use or sale of members' lists by such member if obtained by inspection is prohibited.
     The superior court of the corporation's or such member's residence may order inspection and may appoint independent inspectors. Such member shall pay inspection costs unless the court orders otherwise.

Sec. 15   RCW 24.03.155 and 1986 c 240 s 26 are each amended to read as follows:
     After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail, facsimile transmission, or electronic transmission to each director so named, which notice shall be in the form of a record and shall state the time and place of the meeting. If notice is provided by electronic transmission, it must satisfy the requirements of section 4 of this act. Any action permitted to be taken at the organization meeting of the directors may be taken without a meeting if each director ((signs an instrument)) executes a record stating the action so taken.

Sec. 16   RCW 24.03.165 and 1986 c 240 s 27 are each amended to read as follows:
     Amendments to the articles of incorporation shall be made in the following manner:
     (1) Where there are members having voting rights, with regard to the question, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.
     (2) Where there are no members, or no members having voting rights, with regard to the question, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
     Any number of amendments may be submitted and voted upon at any one meeting.

Sec. 17   RCW 24.03.170 and 1982 c 35 s 85 are each amended to read as follows:
     The articles of amendment shall be executed ((in duplicate)) by the corporation by an officer of the corporation, and shall set forth:
     (1) The name of the corporation.
     (2) The amendment so adopted.
     (3) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in ((writing signed)) the form of a record executed by all members entitled to vote with respect thereto.
     (4) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.

Sec. 18   RCW 24.03.183 and 2002 c 74 s 9 are each amended to read as follows:
     A domestic corporation may at any time restate its articles of incorporation by a resolution adopted by the board of directors. A corporation may amend and restate in one resolution, but may not present the amendments and restatement for filing by the secretary in a single ((document)) record. Separate articles of amendment, under RCW 24.03.165 and articles of restatement, under this section, must be presented notwithstanding the corporation's adoption of a single resolution of amendment and restatement.
     Upon the adoption of the resolution, restated articles of incorporation shall be executed ((in duplicate)) by the corporation by one of its officers. The restated articles shall set forth all of the operative provisions of the articles of incorporation together with a statement that the restated articles of incorporation correctly set forth without change the provisions of the articles of incorporation as amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto.
     The restated articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the restated articles of incorporation conform to law, the secretary of state shall, when all fees required by this title have been paid:
     (1) Endorse on the articles the word "Filed" and the date of the filing;
     (2) File the restated articles.
     An exact or conformed copy of the restated articles of incorporation bearing the endorsement affixed thereto by the secretary of state, shall be returned to the corporation or its representative.
     Upon the filing of the restated articles of incorporation by the secretary of state, the restated articles of incorporation shall become effective and shall supersede the original articles of incorporation and all amendments thereto.

Sec. 19   RCW 24.03.195 and 1986 c 240 s 32 are each amended to read as follows:
     A plan of merger or consolidation shall be adopted in the following manner:
     (1) Where the members of any merging or consolidating corporation have voting rights with regard to the question, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast.
     (2) Where any merging or consolidating corporation has no members, or no members having voting rights with regard to the question, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.
     After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.

Sec. 20   RCW 24.03.200 and 2002 c 74 s 10 are each amended to read as follows:
     (1) Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation by an officer of each corporation, and shall set forth:
     (a) The plan of merger or the plan of consolidation;
     (b) Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (ii) a statement that such amendment was adopted by a consent in ((writing signed)) the form of a record executed by all members entitled to vote with respect thereto;
     (c) Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the vote of a majority of the directors in office.
     (2) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that such articles conform to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:
     (a) Endorse on the articles of merger or consolidation the word "Filed," and the date of the filing;
     (b) File the articles of merger or consolidation.
     An exact or conformed copy of the articles of merger or articles of consolidation bearing the filing endorsement affixed thereto by the secretary of state, shall be returned to the surviving or new corporation, as the case may be, or its representative.

Sec. 21   RCW 24.03.207 and 1986 c 240 s 35 are each amended to read as follows:
     One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:
     (1) Each domestic corporation shall comply with the provisions of this title with respect to the merger or consolidation as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
     (2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:
     (a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a member of any such domestic corporation against the surviving or new corporation; and
     (b) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding.
     The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the other state provide otherwise.
     (3) At any time prior to the effective date of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger or consolidation. In the event the merger or consolidation is abandoned, the parties thereto shall execute a notice of abandonment in triplicate ((signed)) executed by an officer for each corporation ((signing)) executing the notice, which must be in the form of a record. If the secretary of state finds the notice conforms to law, the secretary of state shall:
     (a) Endorse on each of the originals the word "Filed" and the date of the filing;
     (b) File one of the triplicate originals in the secretary of state's office; and
     (c) Issue the other triplicate originals to the respective parties or their representatives.

Sec. 22   RCW 24.03.215 and 1986 c 240 s 36 are each amended to read as follows:
     A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation, if not in the ordinary course of business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner:
     (1) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending such sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members.
     (2) Where there are no members, or no members having voting rights with regard to the question, a sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.

Sec. 23   RCW 24.03.220 and 1986 c 240 s 38 are each amended to read as follows:
     A corporation may dissolve and wind up its affairs in the following manner:
     (1) Where there are members having voting rights with regard to the question, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having such voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.
     (2) Where there are no members, or no members having voting rights with regard to the question, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
     Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, to the attorney general with respect to assets subject to RCW 24.03.225(3), and to the department of revenue, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

Sec. 24   RCW 24.03.230 and 1969 ex.s. c 115 s 3 are each amended to read as follows:
     A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:
     (1) Where there are members having voting rights, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.
     (2) Where there are no members, or no members having voting rights, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.
     If the plan of distribution includes assets received and held by the corporation subject to limitations described in subsection (3) of RCW 24.03.225, notice of the adoption of the proposed plan shall be submitted to the attorney general by registered or certified mail directed to him at his office in Olympia, at least twenty days prior to the meeting at which the proposed plan is to be adopted. No plan for the distribution of such assets may be adopted without the approval of the attorney general, or the approval of a court of competent jurisdiction in a proceeding to which the attorney general is made a party. In the event that an objection is not filed within twenty days after the date of mailing, his approval shall be deemed to have been given.

Sec. 25   RCW 24.03.235 and 1967 c 235 s 48 are each amended to read as follows:
     A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner:
     (1) Where there are members having voting rights, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. ((Written or printed)) Notice in the form of a record stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.
     (2) Where there are no members, or no members having voting rights, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
     Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation may thereupon again conduct its affairs.

Sec. 26   RCW 24.03.240 and 1993 c 356 s 4 are each amended to read as follows:
     If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed ((in duplicate)) by the corporation by an officer of the corporation and shall set forth:
     (1) The name of the corporation.
     (2) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such resolution was adopted by a consent in ((writing signed)) the form of a record executed by all members entitled to vote with respect thereto.
     (3) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.
     (4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor.
     (5) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.
     (6) That all the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter.
     (7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered against it in any pending suit.

Sec. 27   RCW 24.03.330 and 2002 c 74 s 13 are each amended to read as follows:
     The application of the corporation for a certificate of authority shall be delivered to the secretary of state.
     If the secretary of state finds that such application conforms to law, the secretary of state shall, when all fees have been paid as in this chapter prescribed:
     (1) Endorse on each of ((such documents)) the records the word "Filed," and the date of the filing.
     (2) File the application and the copy of the articles of incorporation and amendments thereto.
     (3) Issue a certificate of authority to conduct affairs in this state.
     An exact or conformed copy of the application bearing the filing endorsement affixed thereto by the secretary of state, shall be returned to the corporation or its representative.

Sec. 28   RCW 24.03.332 and 1998 c 23 s 12 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. 29   RCW 24.03.340 and 1982 c 35 s 101 are each amended to read as follows:
     Each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state:
     (1) A registered office which may be, but need not be, the same as its principal office. 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 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.
     (2) A registered agent, which agent may be either an individual resident in this state whose business office is identical with such registered office, or a domestic corporation, whether for profit or not for profit, or a foreign corporation, whether for profit or not for profit, authorized to transact business or conduct affairs in this state, having an office identical with such registered office or a domestic limited liability company whose business office is identical with the registered office or a foreign limited liability company authorized to conduct affairs in this state whose business address is identical with the registered office. A registered agent shall not be appointed without having given prior ((written)) consent in the form of a record to the appointment. The ((written)) consent shall be filed with the secretary of state in such form as the secretary 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.
     No foreign corporation authorized to transact business in this state may be permitted to maintain any action in any court in this state until the corporation complies with the requirements of this section.

Sec. 30   RCW 24.03.345 and 1993 c 356 s 6 are each amended to read as follows:
     A foreign corporation authorized to conduct affairs in this state may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state in a form approved by the secretary of state a statement setting forth:
     (1) The name of the corporation.
     (2) If the current registered office is to be changed, the street address to which the registered office is to be changed.
     (3) If the current registered agent is to be changed, the name of the new registered agent.
     (4) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical.
     Such statement shall be executed by the corporation by an officer of the corporation, and delivered to the secretary of state, together with a ((written)) consent, in the form of a record, of the registered agent to ((his or its)) the appointment, if applicable. If the secretary of state finds that such statement conforms to the provisions of this chapter, the secretary of state shall endorse thereon the word "Filed," and the month, day, and year of the filing thereof, and file the statement. The change of address of the registered office, or the appointment of a new registered agent, or both, as the case may be, shall become effective upon filing unless a later date is specified.
     Any registered agent in this state appointed by a foreign corporation may resign as such agent upon filing a ((written)) notice thereof, in the form of a record, executed in duplicate, with the secretary of state who shall ((forthwith mail)) immediately deliver a copy thereof to the secretary of the foreign corporation at its principal office as shown by its most recent annual report. The appointment of such agent shall terminate upon the expiration of thirty days after receipt of such notice by the secretary of state.
     If a registered agent changes his or her business address to another place within the state, the registered agent may change such address and the address of the registered office of any corporation of which the registered agent is a registered agent by filing a statement as required by this section, except that it need be ((signed)) executed only by the registered agent, it need not be responsive to subsection (3) of this section, and it must recite that a copy of the statement has been ((mailed)) delivered to the corporation.

Sec. 31   RCW 24.03.365 and 1967 c 235 s 74 are each amended to read as follows:
     A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority in the event it changes its corporate name, or desires to pursue in this state other or additional purposes than those set forth in its prior application for a certificate of authority, by making application therefor to the secretary of state.
     The requirements in respect to the form and contents of such application, the manner of its execution, the filing of ((duplicate originals thereof)) the application with the secretary of state, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority.

Sec. 32   RCW 24.03.380 and 1986 c 240 s 50 are each amended to read as follows:
     (1) The certificate of authority of a foreign corporation to conduct affairs in this state shall be revoked by the secretary of state upon the conditions prescribed in this section when:
     (a) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable; or
     (b) The corporation has failed for thirty days to appoint and maintain a registered agent in this state as required by this chapter; or
     (c) The corporation has failed, for thirty days after change of its registered agent or registered office, to file in the office of the secretary of state a statement of such change as required by this chapter; or
     (d) The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or
     (e) A misrepresentation has been made of any material matter in any application, report, affidavit, or other ((document)) record submitted by such corporation pursuant to this chapter.
     (2) Prior to revoking a certificate of authority under subsection (1) of this section, the secretary of state shall give the corporation written notice of the corporation's delinquency or omission by first class mail, postage prepaid, addressed to the corporation's registered agent. If, according to the records of the secretary of state, the corporation does not have a registered agent, the notice may be given by mail addressed to the corporation at its last known address or at the address of any officer or director of the corporation, as shown by the records of the secretary of state. Notice is deemed to have been given five days after the date deposited in the United States mail, correctly addressed, and with correct postage affixed. The notice shall inform the corporation that its certificate of authority shall be revoked at the expiration of sixty days following the date the notice had been deemed to have been given, unless it corrects the delinquency or omission within the sixty-day period.
     (3) Any notice provided by the secretary of state under this section shall be designed to clearly identify and warn the recipient of the contents thereof. A delinquency notice shall provide a succinct and readable description of the delinquency or omission, the date on which dissolution will occur, and the action necessary to cure the delinquency or omission prior to dissolution.
     (4) The attorney general may take such action regarding revocation of a certificate of authority as is provided by RCW 24.03.250 for the dissolution of a domestic corporation. The procedures of RCW 24.03.250 shall apply to any action under this section. The clerk of any superior court entering a decree of revocation of a certificate of authority shall file a certified copy, without cost or filing fee, with the office of the secretary of state.

Sec. 33   RCW 24.03.410 and 1993 c 269 s 6 are each amended to read as follows:
     The secretary of state shall establish fees by rule and collect:
     (1) For furnishing a certified copy of any charter document or any other ((document)) record, instrument, or paper relating to a corporation.
     (2) For furnishing a certificate, under seal, attesting to the status of a corporation or any other certificate.
     (3) For furnishing copies of any ((document)) record, instrument or paper relating to a corporation.
     (4) At the time of any service of process on him or her as registered agent of a corporation an amount that may be recovered as taxable costs by the party to the suit or action causing such service to be made if such party prevails in the suit or action.

Sec. 34   RCW 24.03.425 and 1967 c 235 s 86 are each amended to read as follows:
     Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and fully interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter, or who signs any articles, statement, report, application or other ((document)) record filed with the secretary of state which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof may be fined in any amount not exceeding five hundred dollars.

Sec. 35   RCW 24.03.430 and 1982 c 35 s 112 are each amended to read as follows:
     The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director thereof, such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether such corporation has complied with all the provisions of this chapter applicable to such corporation. Such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing and under oath. If such interrogatories be directed to an individual they shall be answered by ((him)) that individual, and if directed to a corporation they shall be answered by the president, vice president, secretary or assistant secretary thereof. The secretary of state need not file any ((document)) record to which such interrogatories relate until such interrogatories be answered as herein provided, and not then if the answers thereto disclose that such ((document)) record is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.

Sec. 36   RCW 24.03.445 and 1986 c 240 s 56 are each amended to read as follows:
     If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other ((document)) record required by this chapter to be approved by the secretary of state before the same shall be filed in his or her office, the secretary of state shall give written notice of disapproval to the person or corporation, domestic or foreign, delivering the same, specifying the reasons therefor. Within thirty days from such disapproval such person or corporation may appeal to the superior court pursuant to the provisions of the administrative procedure act, chapter 34.05 RCW.

Sec. 37   RCW 24.03.450 and 1982 c 35 s 116 are each amended to read as follows:
     All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of ((documents)) records filed in the office of the secretary of state in accordance with the provisions of this chapter when certified by the secretary of state under the seal of the state, shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the facts therein stated. A certificate by the secretary of state under the seal of this state, as to the existence or nonexistence of the facts relating to corporations which would not appear from a certified copy of any of the ((foregoing documents)) records or certificates under this section shall be taken and received in all courts, public offices, and official bodies as prima facie evidence of the existence or nonexistence of the facts therein stated.

Sec. 38   RCW 24.03.460 and 1967 c 235 s 93 are each amended to read as follows:
     Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver ((thereof in writing signed)) in the form of a record executed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Sec. 39   RCW 24.03.465 and 1967 c 235 s 94 are each amended to read as follows:
     Any action required by this chapter to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in ((writing)) the form of a record, setting forth the action so taken, shall be ((signed)) executed by all of the members entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be.
     Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or ((document)) record filed with the secretary of state under this chapter.