Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.30.010 Definitions.
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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 purp…
RCW 23B.30.020 Chapter not exclusive.
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(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 t…
RCW 23B.30.030 Ratification.
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(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 …
RCW 23B.30.040 Ratification—Quorum—Voting.
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(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 resolut…
RCW 23B.30.050 Ratification and validation—Notice.
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(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 pu…
RCW 23B.30.060 Ratification and validation—Effect.
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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 adop…
RCW 23B.30.070 Defective corporate action—Filings—Articles of validation.
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(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 a…
RCW 23B.30.080 Judicial proceedings to validate or challenge ratification.
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(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 court…