Full text of Washington Revised Code of Washington § 23B.30.040 — Ratification — Quorum — Voting., with citation guidance and answers to common questions.
§ 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) Except as provided in subsection (3) of this section, the quorum and voting requirements applicable to the approval by shareholders of the ratification of the defective corporate action required by RCW
23B.30.030(3) are the quorum and voting requirements that would be applicable if the defective corporate action was being approved at the time the ratification of the defective corporate action is approved.
(3) The approval by shareholders of the ratification of a defective corporate action under this chapter involving the election of directors requires that the votes cast within a voting group favoring such ratification exceed the votes cast within the voting group opposing such ratification at a meeting at which a quorum is present.
(4) Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders in accordance with RCW
23B.30.030(3) (and without giving effect to any ratification of a defective corporate action involving the purported issuance of putative shares that would become valid shares as a result of the approval of such matter) are neither entitled to vote nor to be counted for quorum purposes in any vote to approve the ratification of any defective corporate action.
(5) If the ratification of a defective corporate action involving the purported issuance of putative shares would result in an overissue, in addition to the approval required by RCW
23B.30.030, the board of directors and shareholders must approve an amendment to the articles of incorporation in accordance with chapter
23B.10 RCW to increase the number of shares of a class or series that the corporation is authorized to issue or to create a class or series of shares that the corporation is authorized to issue so there would be no overissue.
Frequently Asked Questions About Washington § 23B.30.040
What does Revised Code of Washington § 23B.30.040 cover?
Section 23B.30.040 ("Ratification — Quorum — Voting.") is part of the Revised Code of Washington, the codified statutory law of Washington. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Washington § 23B.30.040?
A common citation format is "Revised Code of Washington § 23B.30.040" (Washington). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Washington law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Washington official source linked on this page or consult a licensed Washington attorney.
How does Washington § 23B.30.040 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Washington can advise on how this section applies to you. Contact your state or local bar association for a referral.
