Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.25.005 Becoming or ceasing to be a social purpose corporation.
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(1) Any corporation may elect to be governed as a social purpose corporation by one of the following means:(a) One or more persons may act as incorporator or incorporators of a social purpose corporation by delivering articles of incorporation that conform to the requirements of …
RCW 23B.25.010 Powers, rights, and obligations—Definition—Application of RCW 23B.03.010.
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(1) Except as otherwise expressly stated in this chapter, the provisions of this title and all powers, rights, and obligations thereunder shall apply to social purpose corporations organized under this chapter, and references in this title to the term "corporation" shall be read …
RCW 23B.25.020 General social purposes.
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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 up…
RCW 23B.25.030 Specific social purposes.
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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 s 4.]
RCW 23B.25.040 Articles of incorporation—Required and optional provisions—Notice—Availability of copies.
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(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 contains the…
RCW 23B.25.050 Duties of director—Standards—Liabilities.
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(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…
RCW 23B.25.060 Duties of officer—Standards—Liabilities.
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(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 offic…
RCW 23B.25.070 Shares—Represented by certificate—Not represented by certificate.
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(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 th…
RCW 23B.25.080 Instituting or maintaining proceedings—Shareholders only.
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(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…
RCW 23B.25.090 Amendment to articles of incorporation—Change to social purposes—Voting requirements.
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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…
RCW 23B.25.100 Plan of merger or share exchange—Status as social purpose corporation—Voting requirements.
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(1) In addition to approval in accordance with RCW 23B.11A.040, a plan of merger or share exchange pursuant to which a social purpose corporation would not be the surviving corporation must be approved by two-thirds of the voting group comprising all the votes of the corporation …
RCW 23B.25.110 Selling, leasing, exchanging, or disposing of property—Voting requirements.
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(1) In addition to approval in accordance with RCW 23B.12.020, a proposed transaction in which the social purpose corporation is to sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, otherwise than in the usual and regular course of busines…
RCW 23B.25.120 Shareholder dissent—Payment of fair value, when.
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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 a so…
RCW 23B.25.130 Corporation converting to a social purpose corporation—Plan of election—Effect.
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(1) By complying with this chapter, any corporation that is not a social purpose corporation may become a social purpose corporation in accordance with a plan of election.(2) The plan of election must provide that each share of the same class or series of the electing corporation…
RCW 23B.25.140 Corporation ceasing to be a social purpose corporation—Conditions—Election.
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(1) Any social purpose corporation may elect to cease to be 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 social purpose corporation shall, unless all shareho…
RCW 23B.25.150 Social purpose report required—Timing—Information—Failure to comply.
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(1) The board of directors of a social purpose corporation shall cause a social purpose report to be furnished to the shareholders by making such report publicly accessible, free of charge, at the corporation's principal internet website address, not later than four months after …