Washington § 23B.07.010 - Annual meeting.

Full text of Washington Revised Code of Washington § 23B.07.010 — Annual meeting., with citation guidance and answers to common questions.

§ 23B.07.010. Annual meeting.

(1) Except as provided in subsections (2) and (6) of this section, a corporation shall hold a meeting of shareholders annually for the election of directors at a time stated in or fixed in accordance with the bylaws.

(2)(a) If the articles of incorporation or the bylaws of a corporation registered as an investment company under the investment company act of 1940 so provide, the corporation is not required to hold an annual meeting of shareholders in any year in which the election of directors is not required by the investment company act of 1940.

(b) If a corporation is required under (a) of this subsection to hold an annual meeting of shareholders to elect directors, the meeting shall be held no later than one hundred twenty days after the occurrence of the event requiring the meeting.

(3) Subject to subsection (4) of this section:

(a) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws; and

(b) If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.

(4) Unless the articles of incorporation or bylaws provide otherwise, if the board of directors or another person is authorized in the bylaws to determine the place of annual meetings, the board of directors or such other person may, in the sole discretion of the board of directors or such other person, determine that an annual meeting will not involve a physical assembly of shareholders at a particular geographic location, but instead will be held solely by means of remote communication, in accordance with RCW 23B.07.080.

(5) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

(6) Shareholders may elect directors by written consent as permitted by RCW 23B.07.040 in lieu of holding an annual meeting.

[ 2020 c 57 s 47; 2018 c 55 s 1; 2002 c 297 s 20; 1994 c 256 s 28; 1989 c 165 s 60.]

Notes

Findings—Construction—1994 c 256: See RCW 43.320.007.

Frequently Asked Questions About Washington § 23B.07.010

What does Revised Code of Washington § 23B.07.010 cover?

Section 23B.07.010 ("Annual meeting.") 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.07.010?

A common citation format is "Revised Code of Washington § 23B.07.010" (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.07.010 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.

Sources & Verification

Official text of § 23B.07.010 at the Washington source

Not legal advice. Verify against the official source and consult a licensed attorney in Washington.