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 […]
23B.30.060 – Ratification and validation—Effect.
RCW 23B.30.060 Ratification and validation—Effect. From and after the validation effective time: (1) Each defective corporate action ratified in accordance with RCW 23B.30.030 or validated in accordance with RCW 23B.30.080: (a) Is not void or voidable as a result of the failure of authorization identified (i) in the resolution adopted by the board of directors […]
23B.25.120 – Shareholder dissent—Payment of fair value, when.
RCW 23B.25.120 Shareholder dissent—Payment of fair value, when. In addition to the corporate actions set forth in RCW 23B.13.020(1), a shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder’s shares in the event of, any of the following corporate actions: (1) An election by a corporation to become […]
23B.25.130 – Corporation converting to a social purpose corporation—Conditions—Election.
RCW 23B.25.130 Corporation converting to a social purpose corporation—Conditions—Election. (1) Any corporation that is not a social purpose corporation may elect to become a social purpose corporation if, pursuant to the proposed election, each of the following conditions are met: (a) Each share of the same class or series of the electing corporation shall, unless […]
23B.25.020 – General social purposes.
RCW 23B.25.020 General social purposes. Every corporation governed by this chapter must be organized to carry out its business purpose under RCW 23B.03.010 in a manner intended to promote positive short-term or long-term effects of, or minimize adverse short-term or long-term effects of, the corporation’s activities upon any or all of (1) the corporation’s employees, […]
23B.25.030 – Specific social purposes.
RCW 23B.25.030 Specific social purposes. In addition to the general social purpose set forth in RCW 23B.25.020, every corporation governed by this chapter may have one or more specific social purposes for which the corporation is organized. [ 2012 c 215 § 4.]
23B.25.040 – Articles of incorporation—Required and optional provisions—Notice—Availability of copies.
RCW 23B.25.040 Articles of incorporation—Required and optional provisions—Notice—Availability of copies. (1) In addition to the matters required to be set forth in the articles of incorporation pursuant to *RCW 23B.02.020 (1) and (2), the articles of incorporation of a social purpose corporation must set forth: (a) A corporate name for the social purpose corporation that […]
23B.25.050 – Duties of director—Standards—Liabilities.
RCW 23B.25.050 Duties of director—Standards—Liabilities. (1) A director of a social purpose corporation shall discharge the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar […]