23B.02.050 - Organization of corporation. - Washington Statutes

Organization of corporation.

(1) After incorporation:

     (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting;

     (b) If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

     (i) To elect directors and complete the organization of the corporation; or

     (ii) To elect a board of directors who shall complete the organization of the corporation.

     (2) Corporate action required or permitted by this title to be approved by incorporators at an organizational meeting may be approved without a meeting if the approval is evidenced by the consent of each of the incorporators in the form of a record describing the corporate action so approved and executed by each incorporator.

     (3) An organizational meeting may be held in or out of this state.

     (4) A corporation's initial report containing the information described in RCW 23B.16.220(1) must be delivered to the secretary of state within one hundred twenty days of the date on which the corporation's articles of incorporation were filed.

[2009 c 189 § 4; 2002 c 297 § 13; 1991 c 72 § 31; 1989 c 165 § 30.]