23B.30.010 – Definitions.
RCW 23B.30.010 Definitions. As used in this chapter: (1) “Date of the defective corporate action” means the date the defective corporate action was purported to have been taken, or, if the exact date is unknown, the approximate date thereof. (2) “Defective corporate action” means (a) any corporate action purportedly taken that is, and at the […]
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 […]
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.25.060 – Duties of officer—Standards—Liabilities.
RCW 23B.25.060 Duties of officer—Standards—Liabilities. (1) An officer of a social purpose corporation with discretionary authority shall discharge the officer’s duties under that authority in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the officer reasonably believes to be in the […]
23B.25.070 – Shares—Represented by certificate—Not represented by certificate.
RCW 23B.25.070 Shares—Represented by certificate—Not represented by certificate. (1) Shares issued by a social purpose corporation may but need not be represented by certificates. (2) If shares are represented by certificates, in addition to the information required on certificates by RCW 23B.06.250 (2) and (3), each share certificate must state on its face the following […]
23B.25.080 – Instituting or maintaining proceedings—Shareholders only.
RCW 23B.25.080 Instituting or maintaining proceedings—Shareholders only. (1) No proceeding may be instituted or maintained in the right of any social purpose corporation under this title by any party other than a shareholder of the social purpose corporation. (2) A person may not commence a proceeding in the right of a social purpose corporation unless […]
23B.25.090 – Amendment to articles of incorporation—Change to social purposes—Voting requirements.
RCW 23B.25.090 Amendment to articles of incorporation—Change to social purposes—Voting requirements. If a proposed amendment to a social purpose corporation’s articles of incorporation would materially change one or more of the social purposes of the corporation, in addition to approval in accordance with RCW 23B.10.030, the amendment to be adopted must be approved by two-thirds […]