title: RCW 24.06.190

text:
Amendments to the articles of incorporation shall be made in the following manner:
A corporation's board of directors may amend the articles of incorporation to change the name of the corporation, without seeking member or shareholder approval. With respect to amendments other than to change the name of the corporation, 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 and shareholders, which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member and shareholder 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 and shareholders. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members or shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon by class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting.
Any number of amendments may be submitted and voted upon at any one meeting.
[ 2001 c 271 s 11; 2000 c 167 s 6; 1969 ex.s. c 120 s 38.]

catchline: Procedure to amend articles of incorporation.


doc_type: statute

jurisdiction: wa

title: RCW 24.06.195

text:
The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth:
(1) The name of the corporation.
(2) Any amendment so adopted.
(3) If an amendment was adopted by the board of directors without being submitted for member or shareholder action, a statement to that effect and that member or shareholder action was not required; or a statement setting forth the date of the meeting of members and shareholders 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 or shareholders of the corporation, and of each class entitled to vote thereon as a class, present at such meeting in person, by mail, by electronic transmission, or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members and shareholders entitled to vote with respect thereto.
[ 2001 c 271 s 12; 2000 c 167 s 7; 1982 c 35 s 130; 1981 c 302 s 6; 1969 ex.s. c 120 s 39.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Articles of amendment.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 24.06.200

text:
The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 s 4110; 1982 c 35 s 131; 1981 c 302 s 7; 1969 ex.s. c 120 s 40.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Filing of articles of amendment—Procedure.


title: RCW 24.06.205

text:
Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly.
No amendment shall affect any existing cause of action in favor of or against such corporation, nor any pending action to which such corporation shall be a party, nor the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.
[ 2015 c 176 s 4111; 1982 c 35 s 132; 1969 ex.s. c 120 s 41.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: When amendment becomes effective—Existing actions and rights not affected.


title: RCW 24.06.207

text:
A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors.
Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its officers and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore 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 for filing in accordance with Article 2 of chapter 23.95 RCW.
Upon the filing of the restated articles of incorporation by the secretary of state, the restated articles of incorporation shall become effective as provided in RCW 23.95.210 and shall supersede the original articles of incorporation and all amendments thereto.
[ 2015 c 176 s 4112; 1982 c 35 s 133.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Restated articles of incorporation.


title: RCW 24.06.210

text:
Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.
Each corporation shall adopt a plan of merger setting forth:
(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.
(2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.
(4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
[ 1969 ex.s. c 120 s 42.]

catchline: Procedure for merger.


title: RCW 24.06.215

text:
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
Each corporation shall adopt a plan of consolidation setting forth:
(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.
(2) The terms and conditions of the proposed consolidation.
(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.
(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
[ 1969 ex.s. c 120 s 43.]

catchline: Procedure for consolidation.


title: RCW 24.06.220

text:
A plan of merger or consolidation shall be adopted in the following manner:
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 or shareholders which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed plan or a summary thereof shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at each such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon as a class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting.
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.
[ 2000 c 167 s 8; 1969 ex.s. c 120 s 44.]

catchline: Approval of merger or consolidation.


title: RCW 24.06.225

text:
(1) Upon 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) A statement setting forth the date of the meeting of members or shareholders 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 and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members.
(2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 s 4113; 2000 c 167 s 9; 1982 c 35 s 134; 1981 c 302 s 8; 1969 ex.s. c 120 s 45.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Articles of merger or consolidation.


title: RCW 24.06.230

text:
Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.
[ 1982 c 35 s 135; 1969 ex.s. c 120 s 46.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Merger or consolidation—When effected.


title: RCW 24.06.233

text:
One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange in the following manner, if such merger, consolidation, or exchange 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, consolidation, or exchange, 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 and Article 5 of chapter 23.95 RCW 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 accordance with RCW 23.95.450 in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; and
(b) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this title with respect to the rights of dissenting shareholders.
The effect of such 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 such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise.
(3) At any time prior to the effective date of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange, may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger, consolidation or exchange. In the event the merger, consolidation, or exchange is abandoned, the parties thereto shall execute a notice of abandonment signed by an officer for each corporation signing the notice and deliver the notice to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
[ 2015 c 176 s 4114; 1982 c 35 s 136.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Merger or consolidation of domestic and foreign corporation—Participation in an exchange.


title: RCW 24.06.235

text:
When such merger or consolidation has been effected:
(1) The several corporations party to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
(2) The separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease.
(3) The surviving or new corporation shall have all the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities of a corporation organized under this chapter.
(4) The surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, whether of a public or a private nature, of each of the merging or consolidating corporations; all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and no title to any real estate, or any interest therein, vested in any of such corporations shall not revert nor be in any way impaired by reason of such merger or consolidation.
(5) The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. No rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.
(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.
[ 1969 ex.s. c 120 s 47.]

catchline: Effect of merger or consolidation.


title: RCW 24.06.240

text:
A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation 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) The board of directors shall adopt a resolution recommending a sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, 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 of the property and assets of the corporation shall be given to each member and shareholder within the time and in the manner provided by this chapter for the giving of notice of meetings of members and shareholders.
(3) 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.
(4) Such authorization shall require at least two-thirds of the votes which members and shareholders present at such meetings in person, by mail, by electronic transmission, or represented by proxy are entitled to cast: PROVIDED, That even after such authorization by a vote of members or shareholders, the board of directors may, in its discretion, without further action or approval by members, abandon such sale, lease, exchange, or other disposition of assets, subject only to the rights of third parties under any contracts relating thereto.
[ 2000 c 167 s 10; 1969 ex.s. c 120 s 48.]

catchline: Sale, lease, exchange, etc., of property and assets.


title: RCW 24.06.245

text:
Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions:
(1) Any plan of merger or consolidation to which the corporation is a party other than a merger or consolidation in which all members or shareholders of the corporation have the right to continue their membership or shareholder status in the surviving corporation on substantially similar terms; or
(2) Any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale; or
(3) Any amendment to the articles of incorporation that materially reduces the number of shares owned by a shareholder to a fraction of a share if the fractional share is to be acquired by the corporation for cash; or
(4) Any corporate action taken pursuant to a member or shareholder vote to the extent that the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting members or shareholders are entitled to dissent and obtain payment for their membership or shares.
A member or shareholder entitled to dissent and obtain payment for the member's or shareholder's membership interest or shares under this chapter may not challenge the corporate action creating the member's or shareholder's entitlement unless the action fails to comply with the procedural requirements imposed by this title, the articles of incorporation, or the bylaws, or is fraudulent with respect to the member or shareholder or the corporation.
The provisions of this section shall not apply to the members or shareholders of the surviving corporation in a merger if such corporation is on the date of the filing of the articles of merger the owner of all the outstanding shares of the other corporations, domestic or foreign, which are parties to the merger.
The meeting notice for any meeting at which a proposed corporate action creating dissenters' rights is submitted to a vote must state that members or shareholders are or may be entitled to assert dissenters' rights and be accompanied by a copy of RCW 24.06.250.
[ 2001 c 271 s 13; 1969 ex.s. c 120 s 49.]

catchline: Right of member or shareholder to dissent.


title: RCW 24.06.250

text:
Any member or shareholder electing to exercise such right of dissent shall file with the corporation, prior to or at the meeting of members and shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action. If such proposed corporate action be approved by the required vote and such member or shareholder shall not have voted in favor thereof, such member or shareholder may, within ten days after the date on which the vote was taken, make written demand on the corporation, or, in the case of a merger or consolidation, on the surviving or new corporation, domestic or foreign, for payment of the fair value of such member's membership or of such shareholder's shares, and, if such proposed corporate action is effected, such corporation shall pay to such member, upon surrender of his or her membership certificate, if any, or to such shareholder, upon surrender of the certificate or certificates representing such shares, the fair value thereof as of the day prior to the date on which the vote was taken approving the proposed corporate action, excluding any appreciation or depreciation in anticipation of such corporate action. Any member or shareholder failing to make demand within the ten day period shall be bound by the terms of the proposed corporate action. Any member or shareholder making such demand shall thereafter be entitled only to payment as in this section provided and shall not be entitled to vote or to exercise any other rights of a member or shareholder.
No such demand shall be withdrawn unless the corporation shall consent thereto. The right of such member or shareholder to be paid the fair value of his or her membership or shares shall cease and his or her status as a member or shareholder shall be restored, without prejudice to any corporate proceedings which may have been taken during the interim, if:
(1) Such demand shall be withdrawn upon consent; or
(2) The proposed corporate action shall be abandoned or rescinded or the members or shareholders shall revoke the authority to effect such action; or
(3) In the case of a merger, on the date of the filing of the articles of merger the surviving corporation is the owner of all the outstanding shares of the other corporations, domestic and foreign, that are parties to the merger; or
(4) A court of competent jurisdiction shall determine that such member or shareholder is not entitled to the relief provided by this section.
Within ten days after such corporate action is effected, the corporation, or, in the case of a merger or consolidation, the surviving or new corporation, domestic or foreign, shall give written notice thereof to each dissenting member or shareholder who has made demand as herein provided, and shall make a written offer to each such member or shareholder to pay for such shares or membership at a specified price deemed by such corporation to be the fair value thereof. Except in cases where the fair value payable to dissenters is fixed in the articles of incorporation or pursuant to RCW 24.06.255, such notice and offer shall be accompanied by a balance sheet of the corporation in which the member holds his or her membership or the dissenting shareholder holds shares, as of the latest available date and not more than twelve months prior to the making of such offer, and a profit and loss statement of such corporation for the twelve months' period ended on the date of such balance sheet.
If the fair value payable to dissenting members or shareholders is fixed in the articles of incorporation or pursuant to RCW 24.06.255, or if within thirty days after the date on which such corporate action was effected the fair value of such shares or membership is agreed upon between any such dissenting member or shareholder and the corporation, payment therefor shall be made within ninety days after the date on which such corporate action was effected, upon surrender of the membership certificate, if any, or upon surrender of the certificate or certificates representing such shares. Upon payment of the agreed value the dissenting member or shareholder shall cease to have any interest in such membership or shares.
If the fair value payable to dissenting members or shareholders is not fixed in the articles of incorporation or pursuant to RCW 24.06.025, and within such period of thirty days a dissenting member or shareholder and the corporation do not so agree, then the dissenting member or shareholder shall be entitled to make written demand to the corporation, within sixty days after the date on which such corporate action was effected, requesting that the corporation petition for a determination of the fair value by a court. If such a demand is not timely made on the corporation, the right of such member or shareholder to demand to be paid the fair value of his or her membership or shares shall be forfeited. Within thirty days after receipt of such a written demand from any dissenting member or shareholder, the corporation shall, or at its election at any time within ninety days after the date on which such corporate action was effected may, file a petition in any court of competent jurisdiction in the county in this state where the registered office of the corporation is located praying that the fair value of such membership or shares be found and determined. If, in the case of a merger or consolidation, the surviving or new corporation is a foreign corporation without a registered office in this state, such petition shall be filed in the county where the registered office of the domestic corporation was last located. If the corporation shall fail to institute the proceeding as herein provided, any dissenting member or shareholder may do so in the name of the corporation. All dissenting members and shareholders, wherever residing, shall be made parties to the proceeding as an action against their memberships or shares quasi in rem. A copy of the petition shall be served on each dissenting member and shareholder who is a resident of this state and shall be served by registered or certified mail on each dissenting member or shareholder who is a nonresident. Service on nonresidents shall also be made by publication as provided by law. The jurisdiction of the court shall be plenary and exclusive. All members and shareholders who are parties to the proceeding shall be entitled to judgment against the corporation for the amount of the fair value of their shares. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as shall be specified in the order of their appointment or an amendment thereof. The judgment shall be payable only upon and concurrently with the surrender to the corporation of the membership certificate, if any, or of the certificate or certificates representing such shares. Upon payment of the judgment, the dissenting shareholder or member shall cease to have any interest in such shares or membership.
The judgment shall include an allowance for interest at such rate as the court may find to be fair and equitable in all the circumstances, from the date on which the vote was taken on the proposed corporate action to the date of payment.
The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the corporation, but all or any part of such costs and expenses may be apportioned and assessed as the court may deem equitable against any or all of the dissenting members and shareholders who are parties to the proceeding to whom the corporation shall have made an offer to pay for membership or shares if the court shall find that the action of such members or shareholders in failing to accept such offer was arbitrary or vexatious or not in good faith. Such expenses shall include reasonable compensation for and reasonable expenses of the appraisers, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the fair value of the memberships or shares as determined materially exceeds the amount which the corporation offered to pay therefor, or if no offer was made, the court in its discretion may award to any member or shareholder who is a party to the proceeding such sum as the court may determine to be reasonable compensation to any expert or experts employed by the member or shareholder in the proceeding.
Within twenty days after demanding payment for his or her shares or membership, each member and shareholder demanding payment shall submit the certificate or certificates representing his or her membership or shares to the corporation for notation thereon that such demand has been made. His or her failure to do so shall, at the option of the corporation, terminate his or her rights under this section unless a court of competent jurisdiction, for good and sufficient cause shown, shall otherwise direct. If membership or shares represented by a certificate on which notation has been so made shall be transferred, each new certificate issued therefor shall bear a similar notation, together with the name of the original dissenting holder of such membership or shares, and a transferee of such membership or shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting member or shareholder had after making demand for payment of the fair value thereof.
[ 2001 c 271 s 14; 2000 c 167 s 11; 1969 ex.s. c 120 s 50.]

catchline: Exercise of right of dissent—Rights and liabilities.


title: RCW 24.06.255

text:
Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissenting member or shareholder be limited to a return of less than the consideration paid to the corporation for the membership or shares which he or she holds unless the fair value of the membership or shares is less than the consideration paid to the corporation, and (2) the fair value payable to a dissenting member of a consumer cooperative shall be a fixed amount equal to the consideration paid to the corporation for the member's current membership unless the articles of incorporation expressly provide for a greater or lesser amount.
[ 2001 c 271 s 15; 1969 ex.s. c 120 s 51.]

catchline: Payment of fair value to dissenting member or shareholder.


title: RCW 24.06.260

text:
A corporation may dissolve and wind up its affairs in the following manner:
(1) 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 and shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, 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 and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders.
(3) A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.
Upon the adoption of such resolution by the members and shareholders, the corporation shall cease to conduct its affairs and, except insofar 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 and to the department of revenue, and shall proceed to collect its assets and to apply and distribute them as provided in RCW 24.06.265.
[ 2000 c 167 s 12; 1982 c 35 s 137; 1969 ex.s. c 120 s 52.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Voluntary dissolution.


title: RCW 24.06.265

text:
The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
(1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;
(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements;
(3) Remaining assets, if any shall be distributed to the members, shareholders or others in accordance with the provisions of the articles of incorporation.
[ 1969 ex.s. c 120 s 53.]

catchline: Distribution of assets.


title: RCW 24.06.270

text:
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) 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 or shareholders which may be either an annual or a special meeting.
(2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members or shareholders.
(3) A resolution to revoke voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast.
[ 2000 c 167 s 13; 1969 ex.s. c 120 s 54.]

catchline: Revocation of voluntary dissolution proceedings.


title: RCW 24.06.275

text:
If voluntary dissolution proceedings have not been revoked, then after 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 such statement shall set forth:
(1) The name of the corporation.
(2) The date of the meeting of members or shareholders at which the resolution to dissolve was adopted, certifying that:
(a) A quorum was present at such meeting;
(b) Such resolution received at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy were entitled to cast or was adopted by a consent in writing signed by all members and shareholders;
(c) All debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;
(d) All the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter;
(e) There are no suits pending against the corporation in any court or, if any suits are pending against it, that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered; and
(f) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.
[ 2000 c 167 s 14; 1993 c 356 s 17; 1982 c 35 s 138; 1969 ex.s. c 120 s 55.]
Notes:
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Articles of dissolution.


title: RCW 24.06.280

text:
The articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proceedings and appropriate corporate action by members, directors and officers as are authorized in this chapter.
[ 2015 c 176 s 4115; 1982 c 35 s 139; 1981 c 302 s 9; 1969 ex.s. c 120 s 56.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Filing of articles of dissolution.


title: RCW 24.06.285

text:
A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that:
(1) The corporation procured its articles of incorporation through fraud; or
(2) The corporation has continued to exceed or abuse the authority conferred upon it by law.
[ 1982 c 35 s 140; 1969 ex.s. c 120 s 57.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Involuntary dissolution.


title: RCW 24.06.290

text:
Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of a corporation under law.
A corporation shall be administratively dissolved by the secretary of state under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW.
A corporation which has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615.
When a corporation has been administratively dissolved under RCW 23.95.610, remedies available to or against it shall survive in the manner provided by RCW 24.06.335 and thereafter the directors of the corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and shareholders.
[ 2015 c 176 s 4116; 1994 c 287 s 10; 1993 c 356 s 18; 1982 c 35 s 141; 1973 c 70 s 1; 1969 ex.s. c 120 s 58.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Proceedings for administrative dissolution—Reinstatement—Survival of actions.


title: RCW 24.06.295

text:
Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county. Summons shall issue and be served as in other civil actions. If process is returned not found, the attorney general shall cause publication to be made as in other civil cases in a newspaper published in the county where the registered office of the corporation is situated, notifying the corporation of the pendency of such action, the title of the court, the title of the action, the date on or after which default may be entered, giving the corporation thirty days within which to appear, answer, and defend. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed by certified mail to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned not found. Unless a corporation shall have been personally served with summons, no default shall be taken against it less than thirty days from the first publication of such notice.
[ 1969 ex.s. c 120 s 59.]

catchline: Venue and process.


title: RCW 24.06.300

text:
The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when:
(1) In any action by a member, shareholder or director it is made to appear that:
(a) The directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and that the members or shareholders are unable to break the deadlock; or
(b) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or
(c) The corporate assets are being misapplied or wasted; or
(d) The corporation is unable to carry out its purposes; or
(e) The shareholders have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors.
(2) In an action by a creditor:
(a) The claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied, and it is established that the corporation is insolvent; or
(b) The corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent.
(3) A corporation applies to have its dissolution continued under the supervision of the court.
(4) An action has been filed by the attorney general to dissolve the corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution.
Proceedings under subsections (1), (2) or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated.
It shall not be necessary to make directors, members or shareholders party to any such action or proceedings unless relief is sought against them personally.
[ 1969 ex.s. c 120 s 60.]

catchline: Jurisdiction of court to liquidate assets and dissolve corporation.


title: RCW 24.06.305

text:
(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to:
(a) Issue injunctions;
(b) Appoint a receiver or receivers pendente lite, with such powers and duties as the court may, from time to time, direct;
(c) Take such other proceedings as may be requisite to preserve the corporate assets wherever situated; and
(d) Carry on the affairs of the corporation until a full hearing can be had.
After a hearing had upon such notice as the court may direct to be given to all parties to the proceedings, and to any other parties in interest designated by the court, the court may appoint a receiver.
(2) The assets of the corporation or the proceeds resulting from the sale, conveyance, or other disposition thereof shall be applied and distributed as follows:
(a) All costs and expenses of the court proceedings, and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements;
(c) Remaining assets, if any, shall be distributed to the members, shareholders, or others in accordance with the provisions of the articles of incorporation.
(3) The court shall have power to make periodic allowances, as expenses of the liquidation and compensation to the receivers and attorneys in the proceeding accrue, and to direct the payment thereof from the assets of the corporation or from the proceeds of any sale or disposition of such assets.
[ 2004 c 165 s 41; 1969 ex.s. c 120 s 61.]
Notes:
Purpose—Captions not law—2004 c 165: See notes following RCW 7.60.005.

catchline: Procedure in liquidation of corporation in court.


title: RCW 24.06.310

text:
A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require.
[ 1969 ex.s. c 120 s 62.]

catchline: Qualifications of receivers—Bond.


title: RCW 24.06.315

text:
In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
[ 1969 ex.s. c 120 s 63.]

catchline: Filing of claims in liquidation proceedings.


title: RCW 24.06.320

text:
The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
[ 1969 ex.s. c 120 s 64.]

catchline: Discontinuance of liquidation proceedings.


title: RCW 24.06.325

text:
In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the corporate existence shall cease.
[ 1969 ex.s. c 120 s 65.]

catchline: Decree of involuntary dissolution.


title: RCW 24.06.330

text:
In case the court shall enter a decree dissolving a corporation, it shall be the duty of the court clerk to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.
[ 1969 ex.s. c 120 s 66.]

catchline: Filing of decree of dissolution.


title: RCW 24.06.335

text:
The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, members, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years from the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name and capacity. The members, shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect any remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during the two years following dissolution, in order to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. The corporation shall also pay to the state all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee of twenty-five dollars.
[ 1982 c 35 s 142; 1969 ex.s. c 120 s 67.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Survival of remedies after dissolution.


title: RCW 24.06.340

text:
(1) No foreign corporation shall have the right to conduct affairs in this state until it registers with the secretary of state in accordance with the requirements of Article 5 of chapter 23.95 RCW.
(2) A nonexhaustive list of activities that do not constitute conducting affairs in this state is provided in RCW 23.95.520.
[ 2015 c 176 s 4117; 1969 ex.s. c 120 s 68.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Registration of foreign corporation—Right to conduct affairs in the state.


title: RCW 24.06.345

text:
A foreign corporation that registers to conduct affairs in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign corporations.
[ 2015 c 176 s 4118; 1969 ex.s. c 120 s 69.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Effect of registration—Governing law.


title: RCW 24.06.350

text:
The corporate name of a foreign corporation registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
[ 2015 c 176 s 4119; 1982 c 35 s 143; 1969 ex.s. c 120 s 70.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Registration of corporate name: RCW 24.06.047.
Reservation of exclusive right to use corporate name: RCW 24.06.046.

catchline: Corporate name of foreign corporation.


title: RCW 24.06.360

text:
A foreign corporation may register to conduct affairs in this state by delivering to the secretary of state for filing a foreign registration statement in accordance with RCW 23.95.510.
[ 2015 c 176 s 4120; 1989 c 307 s 38; 1982 c 45 s 2; 1969 ex.s. c 120 s 72.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Legislative finding—1989 c 307: See note following RCW 23.86.007.
Application—1989 c 307: See RCW 23.86.900.

catchline: Foreign registration statement—Filing.


title: RCW 24.06.367

text:
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 are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.
[ 1998 c 23 s 14.]

catchline: Certificate of authority as insurance company—Filing of documents.


title: RCW 24.06.369

text:
For those corporations that 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 a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.
[ 1998 c 23 s 15.]

catchline: Certificate of authority as insurance company—Registration or reservation of name.


title: RCW 24.06.370

text:
Upon the filing of the foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application subject to the right of the state to terminate the registration as provided in RCW 23.95.550.
[ 2015 c 176 s 4121; 1982 c 35 s 145; 1969 ex.s. c 120 s 74.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Authorization to conduct affairs in the state—Right of state to terminate registration.


title: RCW 24.06.375

text:
Every foreign corporation registered to conduct affairs in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
[ 2015 c 176 s 4122; 1969 ex.s. c 120 s 75.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Registered agent of foreign corporation.


title: RCW 24.06.380

text:
A foreign corporation registered to conduct affairs in this state may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. The statement shall be executed by the corporation, by an officer of the corporation.
A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440.
[ 2015 c 176 s 4123; 1993 c 356 s 19; 1982 c 35 s 146; 1969 ex.s. c 120 s 76.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Change of registered agent of foreign corporation.


title: RCW 24.06.385

text:
Any registered agent in this state appointed by a foreign corporation may resign as such agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445.
[ 2015 c 176 s 4124; 1969 ex.s. c 120 s 77.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Resignation of registered agent.


title: RCW 24.06.390

text:
Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450.
[ 2015 c 176 s 4125; 1969 ex.s. c 120 s 78.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Service of process, notice, or demand on corporation.


title: RCW 24.06.395

text:
Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked service of any process, notice, or demand upon the corporation may be made in accordance with RCW 23.95.450. Nothing contained in this section shall limit or affect the right to serve any process, notice or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
[ 2015 c 176 s 4126; 1982 c 35 s 147; 1969 ex.s. c 120 s 79.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Failure to appoint or maintain agent—Service of process, notice, or demand.


title: RCW 24.06.400

text:
Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, such foreign corporation shall, within thirty days after such amendment becomes effective, file in the office of the secretary of state a copy of such amendment duly authenticated by the proper officer designated under the laws of the state or country in which it is incorporated: PROVIDED, That the filing thereof shall not of itself enlarge or alter the purpose or purposes for which such corporation is authorized to pursue in conducting its affairs in this state, nor authorize such corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.
[ 1969 ex.s. c 120 s 80.]

catchline: Amendment to articles of incorporation of foreign corporation.


title: RCW 24.06.405

text:
Whenever a foreign corporation authorized to conduct affairs in this state shall be a party to a statutory merger permitted by the laws of the state or country under which it is incorporated, and such corporation shall be the surviving corporation, it shall, within thirty days after such merger becomes effective, file with the secretary of state a copy of the articles of merger duly authenticated by the proper officer designated under the laws of the state or country in which such statutory merger was effected; and it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of such corporation be changed thereby or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to pursue in this state.
[ 1969 ex.s. c 120 s 81.]

catchline: Merger of foreign corporation authorized to conduct affairs in this state.


title: RCW 24.06.410

text:
A foreign corporation registered to conduct affairs in this state shall amend its foreign registration statement under the circumstances specified in RCW 23.95.515.
[ 2015 c 176 s 4127; 1969 ex.s. c 120 s 82.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Amended foreign registration statement.


title: RCW 24.06.415

text:
A foreign corporation registered to conduct affairs in this state may withdraw from this state by delivering a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530.
[ 2015 c 176 s 4128; 1993 c 356 s 20; 1982 c 35 s 148; 1969 ex.s. c 120 s 83.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Withdrawal of foreign corporation.


title: RCW 24.06.425

text:
The registration of a foreign corporation to conduct affairs in this state may be terminated by the secretary of state in accordance with RCW 23.95.550.
[ 2015 c 176 s 4129; 1982 c 35 s 150; 1969 ex.s. c 120 s 85.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Termination of registration.


title: RCW 24.06.435

text:
A foreign corporation conducting affairs in this state without registering with the secretary of state is subject to RCW 23.95.505.
[ 2015 c 176 s 4130; 1969 ex.s. c 120 s 87.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Conducting affairs without registering.


title: RCW 24.06.440

text:
Each domestic corporation, and each foreign corporation registered to conduct affairs in this state, shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255.
[ 2015 c 176 s 4131; 1993 c 356 s 22; 1982 c 35 s 152; 1969 ex.s. c 120 s 88.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 356: See note following RCW 24.06.046.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Annual report of domestic and foreign corporations.


title: RCW 24.06.450

text:
Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120.
[ 2015 c 176 s 4132; 2010 1st sp.s. c 29 s 4; 1993 c 269 s 7; 1991 c 223 s 2; 1982 c 35 s 154; 1981 c 230 s 6; 1973 c 70 s 2; 1969 ex.s. c 120 s 90.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—2010 1st sp.s. c 29: "It is the intent of the legislature to restructure certain fees for the division of corporations of the office of the secretary of state in a manner that has minimal revenue impact but moves the division of corporations towards a more self-sustaining budget." [ 2010 1st sp.s. c 29 s 1.]
Effective date—1993 c 269: See note following RCW 23.86.070.
Effective date—1991 c 223: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and shall take effect on July 1, 1991." [ 1991 c 223 s 4.]
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Applicable fees, charges, and penalties.


title: RCW 24.06.465

text:
(1) Each corporation, domestic or foreign, which fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a penalty as established and assessed by the secretary of state.
(2) Each corporation, domestic or foreign, which fails or refuses to answer truthfully and fully within the time prescribed by this chapter any interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.
[ 2003 c 53 s 165; 1994 c 287 s 11; 1969 ex.s. c 120 s 93.]
Notes:
Intent—Effective date—2003 c 53: See notes following RCW 2.48.180.

catchline: Penalties imposed upon corporation—Penalty established by secretary of state.


title: RCW 24.06.470

text:
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 any interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter, 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 shall be fined in an amount not to exceed five hundred dollars on each count.
[ 2015 c 176 s 4133; 2011 c 336 s 669; 1969 ex.s. c 120 s 94.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Penalties imposed upon directors and officers.


title: RCW 24.06.475

text:
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 of the provisions of this chapter applicable to such corporation. All 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, made in writing, and under oath. If such interrogatories are directed to an individual, they shall be answered personally by him or her, and if directed to the corporation they shall be answered by the president, a vice president, a secretary or any assistant secretary thereof. The secretary of state need not file any document to which such interrogatories relate until such interrogatories are answered as required by this section, and even not then if the answers thereto disclose that the document 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.
[ 2011 c 336 s 670; 1982 c 35 s 157; 1969 ex.s. c 120 s 95.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Interrogatories by secretary of state.


title: RCW 24.06.480

text:
Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom unless (1) his or her official duty may require that the same be made public, or (2) such interrogatories or the answers thereto are required for use in evidence in any criminal proceedings or other action by the state.
[ 1982 c 35 s 158; 1969 ex.s. c 120 s 96.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Confidential nature of information disclosed by interrogatories.


title: RCW 24.06.485

text:
The secretary of state shall have all power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.
[ 1982 c 35 s 159; 1969 ex.s. c 120 s 97.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Power and authority of secretary of state: RCW 23B.01.300.

catchline: Power and authority of secretary of state.


title: RCW 24.06.490

text:
RCW 23.95.225 governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.
[ 2015 c 176 s 4134; 1982 c 35 s 160; 1969 ex.s. c 120 s 98.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Duty of secretary of state to file—Review of refusal to file.


title: RCW 24.06.500

text:
Whenever, with respect to any action to be taken by the members, shareholders or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members, shareholders or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
[ 1969 ex.s. c 120 s 100.]

catchline: Greater voting requirements.


title: RCW 24.06.505

text:
Whenever any notice is required to be given to any member, shareholder 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 by the person or persons entitled to such notice, whether made before or given after the time stated therein, shall be equivalent to the giving of such notice.
[ 1969 ex.s. c 120 s 101.]

catchline: Waiver of notice.


title: RCW 24.06.510

text:
Any action required by this chapter to be taken at a meeting of the members, shareholders or directors of a corporation, or any action which may be taken at a meeting of the members, shareholders or directors, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all of the members and shareholders entitled to vote thereon, or by all of the directors, as the case may be, unless the articles or bylaws provide to the contrary.
Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state.
[ 1969 ex.s. c 120 s 102.]

catchline: Action by members or directors without a meeting.


title: RCW 24.06.515

text:
All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
[ 1969 ex.s. c 120 s 103.]

catchline: Unauthorized assumption of corporate powers.


title: RCW 24.06.520

text:
If the term of existence of a corporation which was organized under this chapter, or which has availed itself of the privileges thereby provided expires, such corporation shall have the right to renew within two years of the expiration of its term of existence. The corporation may renew the term of its existence for a definite period or perpetually and be reinstated under any name not then in use by or reserved for a domestic corporation organized under any act of this state or a foreign corporation authorized under any act of this state to transact business or conduct affairs in this state. To do so the directors, members and officers shall adopt amended articles of incorporation containing a certification that the purpose thereof is a reinstatement and renewal of the corporate existence. They shall proceed in accordance with the provisions of this chapter for the adoption and filing of amendments to articles of incorporation. Thereupon such corporation shall be reinstated and its corporate existence renewed as of the date on which its previous term of existence expired and all things done or omitted by it or by its officers, directors, agents and members before such reinstatement shall be as valid and have the same legal effect as if its previous term of existence had not expired.
A corporation reinstating under this section shall pay to the state all fees and penalties which would have been due if the corporate charter had not expired, plus a reinstatement fee established by the secretary of state by rule.
[ 1993 c 269 s 9; 1982 c 35 s 162; 1969 ex.s. c 120 s 106.]
Notes:
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Reinstatement and renewal of corporate existence—Fee.


title: RCW 24.06.525

text:
Any corporation or association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. The articles of incorporation as amended must conform to the requirements of this chapter, and shall state that the corporation accepts the benefits and will be bound by the provisions of this chapter.
[ 1969 ex.s. c 120 s 107.]

catchline: Reorganization of corporations or associations in accordance with this chapter.


title: RCW 24.06.600

text:
(1) As used in this section:
(a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic impulses or light waves for the carrying of intelligence for telecommunications or television, including, but not limited to cable, and any related device, apparatus, or auxiliary equipment upon any pole owned or controlled in whole or in part by one or more locally regulated utilities where the installation has been made with the necessary consent.
(b) "Locally regulated utility" means an [a] mutual corporation organized under this chapter for the purpose of providing utility service and not subject to rate or service regulation by the utilities and transportation commission.
(c) "Nondiscriminatory" means that pole owners may not arbitrarily differentiate among or between similar classes of persons approved for attachments.
(2) All rates, terms, and conditions made, demanded or received by a locally regulated utility for attachments to its poles must be just, reasonable, nondiscriminatory and sufficient. A locally regulated utility shall levy attachment space rental rates that are uniform for the same class of service within the locally regulated utility service area.
(3) Nothing in this section shall be construed or is intended to confer upon the utilities and transportation commission any authority to exercise jurisdiction over locally regulated utilities.
[ 1996 c 32 s 2.]

catchline: Locally regulated utilities—Attachments to poles.


title: RCW 24.06.605

text:
(1) As used in this section, any locally regulated utility as defined in RCW 24.06.600 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apartment buildings and residents of mobile homes, on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located.
(2)(a) A residential user at whose dwelling electric utility service has been disconnected for lack of payment may request that the locally regulated utility reconnect service on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. The locally regulated utility shall inform all customers in the notice of disconnection of the ability to seek reconnection and provide clear and specific information on how to make that request, including how to contact the utility.
(b) Upon receipt of a request made pursuant to (a) of this subsection, the locally regulated utility shall promptly make a reasonable attempt to reconnect service to the dwelling. The locally regulated utility, in connection with a request made pursuant to (a) of this subsection, may require the residential user to enter into a payment plan prior to reconnecting service to the dwelling. If the locally regulated utility requires the residential user to enter into a repayment plan, the repayment plan must comply with subsection (3) of this section.
(3) A repayment plan required by a locally regulated utility pursuant to subsection (2)(b) of this section will be designed both to pay the past due bill by the following May 15th, or as soon as possible after May 15th if needed to maintain monthly payments that are no greater than six percent of the customer's monthly income, and to pay for continued utility service. The plan must not require monthly payments in excess of six percent of the customer's monthly income. A customer may agree to pay a higher percentage during this period, but will not be in default unless payment during this period is less than six percent of the customer's monthly income. If assistance payments are received by the customer subsequent to implementation of the plan, the customer shall contact the locally regulated utility to reformulate the plan.
(4) Each locally regulated utility is encouraged to use any savings resulting from the removal of reporting requirements in chapter 137, Laws of 2026 for low-income energy assistance.
[ 2026 c 137 s 4; 2023 c 105 s 2.]

catchline: Locally regulated utilities—Involuntary termination of electric service during heat-related alerts prohibited—Reconnection and repayment plan.


title: RCW 24.06.610

text:
The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.
[ 2001 c 122 s 5.]
Notes:
Effective date—2001 c 122: See note following RCW 80.28.310.

catchline: Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.


title: RCW 24.06.615

text:
(1) Except as provided in subsection (2) of this section, a domestic corporation organized under this chapter, and taking the election provided in RCW 24.06.032(1), may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314.
(2) This section does not apply to a domestic corporation organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
[ 2019 c 37 s 1405.]
Notes:
Uniformity of application and construction—Savings—2019 c 37: See RCW 23.100.1501 and 23.100.1503.

catchline: Conversion of domestic corporation to limited cooperative association—Procedure.


title: RCW 24.06.900

text:
This chapter shall be known and may be cited as the "Nonprofit Miscellaneous and Mutual Corporation Act".
[ 1982 c 35 s 163; 1969 ex.s. c 120 s 104.]
Notes:
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Short title.


title: RCW 24.06.905

text:
The enactment of this chapter shall not have the effect of terminating, or in any way modifying, any liability, civil or criminal, which shall already be in existence at the date this chapter becomes effective; and any corporation existing under any prior law which expires on or before the date when this chapter takes effect shall continue its corporate existence: PROVIDED, That this chapter shall apply prospectively to all existing corporations which do not otherwise qualify under the provisions of Titles 23B and 24 RCW, to the extent permitted by the Constitution of this state and of the United States.
[ 1991 c 72 s 44; 1969 ex.s. c 120 s 105.]

catchline: Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.


title: RCW 24.06.920

text:
This chapter is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public institutions and shall take effect July 1, 1969: PROVIDED, That no corporation existing on the effective date of this chapter shall be required to conform to the provisions of this chapter until July 1, 1971.
[ 1969 ex.s. c 120 s 110.]

catchline: Effective date—1969 ex.s. c 120.


title: RCW 24.12.005

text:
Effective August 1, 2009, a corporation sole may not be formed or incorporated under this chapter.
[ 2009 c 437 s 16.]

catchline: Application of chapter.


title: RCW 24.12.010

text:
Any person, being the bishop, overseer, or presiding elder of any church or religious denomination in this state, may, in conformity with the constitution, canons, rules, regulations, or discipline of such church or denomination, become a corporation sole, in the manner prescribed in this chapter, as nearly as may be; and, thereupon, said bishop, overseer, or presiding elder, as the case may be, together with his or her successors in office or position, by his or her official designation, shall be held and deemed to be a body corporate, with all the rights and powers prescribed in the case of corporations aggregate; and with all the privileges provided by law for religious corporations.
[ 2011 c 336 s 671; 1915 c 79 s 1; RRS s 3884.]

catchline: Corporations sole—Church and religious societies.


title: RCW 24.12.020

text:
Every corporation sole shall, for the purpose of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money and give promissory notes therefor, and to secure the payment of the same by mortgage or other lien upon property, real and personal; to buy, sell, lease, mortgage and in every way deal in real and personal property in the same manner as a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts, to the same extent as natural persons may; and to appoint attorneys-in-fact.
[ 1915 c 79 s 2; RRS s 3885.]

catchline: Corporate powers.


title: RCW 24.12.030

text:
Articles of incorporation shall be filed in like manner as provided by law for corporations aggregate, and therein shall be set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, overseer, or presiding elder, as the case may be, is required by the constitution, canons, rules, regulations, or discipline of such church or denomination to be filled, which statement shall be verified by affidavit, and for proof of the appointment or election of such bishop, overseer, or presiding elder, as the case may be, or any succeeding incumbent of such corporation, it shall be sufficient to file with the secretary of state the original or a copy of his or her commission, or certificate, or letters of election or appointment, duly attested: PROVIDED, All property held in such official capacity by such bishop, overseer, or presiding elder, as the case may be, shall be in trust for the use, purpose, benefit, and behoof of his or her religious denomination, society, or church.
[ 2011 c 336 s 672; 1981 c 302 s 10; 1915 c 79 s 3; RRS s 3886.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Filing articles—Property held in trust.


title: RCW 24.12.040

text:
Any corporation sole heretofore organized and existing under the laws of this state may elect to continue its existence under *this title [chapter] by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or by filing amended articles of incorporation, in the form, as near as may be, as provided for corporations aggregate, and from and after the filing of such certificate of amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in *this title [chapter] expressed.
[ 1915 c 79 s 4; RRS s 3887.]
Notes:
*Reviser's note: The language "this title" appeared in chapter 79, Laws of 1915, an independent act, codified herein as chapter 24.12 RCW.

catchline: Existing corporations sole.


title: RCW 24.12.045

text:
(1) Each corporation sole registered in this state shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255. The report shall be executed by the corporation sole by an officer of the corporation sole or, if the corporation sole is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation sole by such receiver or trustee.
(2) The secretary of state may provide that correcting or updating information appearing on previous annual or biennial filings is sufficient to constitute the current filing.
(3) The secretary may administratively dissolve a corporation sole that does not comply with this section in accordance with RCW 23.95.610. However, the secretary shall reinstate a corporation sole administratively dissolved under this subsection if the corporation sole complies with the requirements of RCW 24.12.055 within five years of the administrative dissolution.
[ 2015 c 176 s 9113; 2009 c 437 s 13.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Annual report—Secretary of state's powers.


title: RCW 24.12.051

text:
The secretary of state shall send to each corporation sole a notice in accordance with RCW 23.95.255 that its annual report must be filed as required by this chapter.
[ 2015 c 176 s 9114; 2011 c 183 s 7; 2009 c 437 s 14.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

catchline: Notice of annual report requirement—Rules.


title: RCW 24.12.055

text:
(1) The secretary of state shall, when exigent or mitigating circumstances are presented, reinstate to full active status any corporation sole previously in good standing that would otherwise be penalized or lose its active status. Any corporation sole desiring to seek relief under this section shall, within five years of the missed filing or lapse, notify the secretary of state in writing. The notification must include the name and mailing address of the corporation sole, the corporate sole officer to whom correspondence should be sent, and a statement under oath by a responsible corporate sole officer, setting forth the nature of the missed filing or lapse, the circumstances of the missed filing or lapse, that disproportionate harm would occur to the corporation sole if relief were not granted, and the relief sought.
(2) Upon receipt of the notice under subsection (1) of this section, the secretary of state shall investigate the circumstances of the missed filing or lapse.
(a) If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist; that the corporation sole has demonstrated good faith and a reasonable attempt to comply with the applicable corporate sole license statutes of this state; that disproportionate harm would occur to the corporation sole if relief were not granted; and that relief would not be contrary to the public interest expressed in this title, the secretary may issue an order reinstating the corporation sole and specifying any terms and conditions of the relief. Reinstatement may relate back to the date of lapse or dissolution.
(b) If the secretary of state determines the request does not comply with the requirements for relief, the secretary shall issue an order denying the requested relief and stating the reasons for the denial. Any denial of relief by the secretary of state is final and is not appealable.
(c) The secretary of state shall keep records of all requests for relief and the disposition of the requests. The secretary of state shall annually report to the legislature the number of relief requests received in the preceding year and a summary of the secretary's disposition of the requests.
[ 2009 c 437 s 15.]

catchline: Failure to file annual report—Reinstatement after administrative dissolution.


title: RCW 24.20.010

text:
Any grand lodge, encampment, chapter or any subordinate lodge or body of Free and Accepted Masons, Independent Order of Odd Fellows, Knights of Pythias, or other fraternal society, desiring to incorporate, shall deliver articles of incorporation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW; such articles shall be signed by the presiding officer and the secretary of such lodge, chapter or encampment, and attested by the seal thereof, and shall specify:
(1) The name of such lodge or other society, and the place of holding its meetings;
(2) The name of the grand body from which it derives its rights and powers as such lodge or society; or if it be a grand lodge, the manner in which its powers as such grand lodge are derived;
(3) The names of the presiding officer and the secretary having the custody of the seal of such lodge or society;
(4) What officers shall join in the execution of any contract by such lodge or society to give it force and effect in accordance with the usages of such lodges or society.
[ 2015 c 176 s 9115; 1981 c 302 s 11; 1925 ex.s. c 63 s 1; 1903 c 80 s 1; RRS s 3865. Cf. Code 1881 s 2452; 1873 p 410 s 3.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Incorporation—Articles.


title: RCW 24.20.020

text:
The secretary of state shall file such articles of incorporation in the secretary of state's office and issue a certificate of incorporation to any such lodge or other society upon the payment of the filing fee established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 s 9116; 1993 c 269 s 10; 1982 c 35 s 165; 1903 c 80 s 2; RRS s 3866.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Filing fee.


title: RCW 24.20.030

text:
Such lodge or other society shall be a body politic and corporate with all the powers and incidents of a corporation upon its compliance with RCW 24.20.010 and 24.20.020: PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
[ 1903 c 80 s 3; RRS s 3867.]

catchline: Powers—Not subject to license fees.


title: RCW 24.24.010

text:
Any ten or more residents of this state who are members of any chartered body or of different chartered bodies of any fraternal order or society who shall desire to incorporate for the purpose of owning real or personal property or both real and personal property for the purpose and for the benefit of such bodies, may make and execute articles of incorporation, which shall be executed in duplicate, and shall be subscribed by each of the persons so associating themselves together: PROVIDED, That no lodge shall be incorporated contrary to the provisions of the laws and regulations of the order or society of which it is a constituent part. Such articles, at the election of the incorporators, may either provide for the issuing of capital stock or for incorporation as a society of corporation without shares of stock. One of such articles shall be filed in the office of the secretary of state in accordance with Article 2 of chapter 23.95 RCW, accompanied by a filing fee established by the secretary of state under RCW 23.95.260, and the other of such articles shall be preserved in the records of the corporation.
[ 2015 c 176 s 9117; 1982 c 35 s 166; 1981 c 302 s 12; 1927 c 190 s 1; RRS s 3887-1.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Who may incorporate—Filing fee.


title: RCW 24.24.020

text:
The articles of incorporation shall set forth;
(1) The names of the persons so associating themselves together, their places of residence and the name and location of the lodge, chapter, or society to which they severally belong;
(2) The corporate name assumed by the corporation and the duration of the same if limited;
(3) The purpose of the association, which shall be to provide, maintain and operate a building or buildings to be used for fraternal and social purposes, and for the benefit of the several bodies represented in such association;
(4) The place where the corporation proposes to have its principal place of business;
(5) The amount of capital stock and the par value thereof per share, if it shall be organized as a joint stock company.
[ 1927 c 190 s 2; RRS s 3887-2.]

catchline: Articles—Contents.


title: RCW 24.24.030

text:
Upon making and filing such articles of incorporation the persons subscribing the same and their successors in office and associates, by the name assumed in such articles, shall thereafter be deemed a body corporate, and may acquire and possess real and personal property and may erect and own suitable building or buildings to be used, in whole or in part, for meetings of fraternal bodies, and for all social and fraternal purposes of the several bodies represented in the membership of the corporation, and may exercise all other powers that may lawfully be exercised by other corporations organized under the general incorporation laws of Washington, including the power to borrow money, and for that purpose may issue its bonds and mortgage its property to secure the payment of such bonds.
[ 1927 c 190 s 3; RRS s 3887-3.]

catchline: Powers.


title: RCW 24.24.040

text:
If the corporation shall not be a joint stock company, then it may provide by its bylaws for issuing to the several bodies represented in its membership certificates of participation, which shall evidence the respective equitable interests of such bodies in the properties held by such corporation.
[ 1927 c 190 s 4; RRS s 3887-4.]

catchline: Membership certificates.


title: RCW 24.24.050

text:
Every such corporation shall have full power and authority to provide by its bylaws for the manner in which such certificates of participation of its certificates or shares of stock shall be held and represented, and may also in like manner provide, that its shares of stock shall not be transferred to, or be held or owned by any person, or by any corporation other than a chartered body of the order or society represented in its membership.
[ 1927 c 190 s 5; RRS s 3887-5.]

catchline: Bylaws.


title: RCW 24.24.060

text:
Every such corporation shall have power to provide by its bylaws for succession to its original membership and for new membership, and also for the election from its members of a board of trustees, or a board of directors, and to fix the number and term of office of such trustees or directors; PROVIDED, That there shall always be upon such board of trustees or board of directors at least one representative from each of the several bodies represented in the membership of the association, and the term of office of a trustee shall not exceed three years.
[ 1927 c 190 s 6; RRS s 3887-6.]

catchline: Membership—Trustees—Elections.


title: RCW 24.24.070

text:
The management and control of the business and property of such corporation shall be fixed in said board of trustees or board of directors, as the case may be. Said trustees or directors shall elect from their own number at each annual meeting of the corporation a president, vice president, secretary and treasurer, who shall perform the duties of their respective office in accordance with the bylaws of the corporation and the rules and regulations prescribed by the board of trustees or board of directors.
[ 1927 c 190 s 7; RRS s 3887-7.]

catchline: Control of business—Officers.


title: RCW 24.24.080

text:
Any corporation composed of fraternal organizations and/or members of fraternal organizations, heretofore incorporated under the laws of the state of Washington, may elect to subject [the] corporation and its capital stock and the rights of its stockholders therein to the provisions of this chapter by a majority vote of its trustees or directors and the unanimous assent or vote of the capital stock of such corporation.
If the unanimous written assent of the capital stock has not been obtained then the unanimous vote of all of the stockholders may be taken at any regular meeting of the stockholders or at any special meeting of the stockholders called for that purpose in the manner provided by the bylaws of such corporation for special meetings of the stockholders.
The president and secretary of such corporation shall certify said amendment in triplicate under the seal of such corporation as having been adopted by a majority vote of its trustees or directors and by the unanimous written assent or vote as the case may be of all of its stockholders, and file and keep the same as in the case of original articles; and from the time of filing said certificate such corporation and its capital stock and the rights of its stockholders therein shall be subject to all of the provisions of this chapter; PROVIDED, That nothing in this chapter shall affect the rights of the third person, pledgees of any shares of such capital stock, in such pledged stock, under pledges subsisting at the date of the filing of said amendment.
[ 1927 c 190 s 8; RRS s 3887-8.]

catchline: Right of corporations under the statutes.


title: RCW 24.24.090

text:
All certificates of capital stock of corporations incorporated under or becoming subject to the provisions of this chapter shall have expressly stated on the face thereof that such corporation and its capital stock and the rights of stockholders therein are subject to the provisions of this chapter and that its capital stock is not assignable or transferable except as in this chapter provided.
[ 1927 c 190 s 9; RRS s 3887-9.]

catchline: Certificates of capital stock.


title: RCW 24.24.100

text:
The secretary of state shall file such articles of incorporation or amendment thereto in the secretary of state's office and issue a certificate of incorporation or amendment, as the case may be, to such fraternal association upon the payment of a fee established by the secretary of state under RCW 23.95.260.
[ 2015 c 176 s 9118; 1993 c 269 s 11; 1982 c 35 s 167; 1927 c 190 s 10; RRS s 3887-10.]
Notes:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—1993 c 269: See note following RCW 23.86.070.
Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

catchline: Fees.


title: RCW 24.24.110

text:
Such fraternal association shall be a body politic and corporate with all powers and incidents of a corporation upon its compliance with the provisions of this chapter; PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
[ 1927 c 190 s 11; RRS s 3887-11.]

catchline: Exemption from ordinary corporate taxes.