23B.30.070 – Defective corporate action—Filings—Articles of validation.
RCW 23B.30.070 Defective corporate action—Filings—Articles of validation. (1) If a defective corporate action ratified or validated under this chapter would have required under any other section of this title a document to be filed with the secretary of state, then, whether or not a document was previously filed in respect of that defective corporate action […]
23B.30.080 – Judicial proceedings to validate or challenge ratification.
RCW 23B.30.080 Judicial proceedings to validate or challenge ratification. (1) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, or any shareholder of the corporation, including any person who was a shareholder of the corporation as of the date of a defective corporate action, the superior courts may: […]
23B.900.010 – Savings provisions—1989 c 165.
RCW 23B.900.010 Savings provisions—1989 c 165. (1) Except as provided in subsection (2) of this section, the repeal of a statute by this title does not affect: (a) The operation of the statute or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred […]
23B.900.030 – Repealer—1989 c 165.
RCW 23B.900.030 Repealer—1989 c 165. See 1989 c 165 s 204.
23B.900.040 – Effective date—1989 c 165.
RCW 23B.900.040 Effective date—1989 c 165. This title shall take effect July 1, 1990. [ 1989 c 165 § 205.]
23B.900.050 – Section headings—1989 c 165.
RCW 23B.900.050 Section headings—1989 c 165. Section headings as used in this title do not constitute any part of the law. [ 1989 c 165 § 206.]
23B.30.020 – Chapter not exclusive.
RCW 23B.30.020 Chapter not exclusive. (1) A defective corporate action is not void or voidable solely as a result of a failure of authorization if ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080. (2) Ratification under RCW 23B.30.030 or validation under RCW 23B.30.080 is not the exclusive means of ratifying […]
23B.30.030 – Ratification.
RCW 23B.30.030 Ratification. (1) Except as otherwise required by subsection (2) of this section, to ratify a defective corporate action under this chapter, the board of directors must adopt a resolution stating: (a) The defective corporate action to be ratified and, if the defective corporate action involved the purported issuance of putative shares, the number […]
23B.30.040 – Ratification—Quorum—Voting.
RCW 23B.30.040 Ratification—Quorum—Voting. (1) The quorum and voting requirements applicable to the adoption by the board of directors of the resolution required by RCW 23B.30.030(1) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the resolution required by RCW 23B.30.030(1) is adopted. (2) […]
23B.30.050 – Ratification and validation—Notice.
RCW 23B.30.050 Ratification and validation—Notice. (1) If the ratification of a defective corporate action does not require approval of the shareholders under RCW 23B.30.030(3): (a) The corporation shall notify, promptly after the adoption of the resolution described in RCW 23B.30.030 (1) or (2), each holder of valid shares and putative shares, whether or not entitled […]