The bill amends Washington's corporation acts to modernize the legal framework surrounding corporate rights, options, and warrants, as well as the establishment and operation of board committees. It allows corporations to issue rights, options, or warrants for purchasing shares or other securities, with the board of directors responsible for determining the terms and conditions of these issuances. The bill mandates that board committees be composed solely of directors, requires majority board approval for their establishment, and clarifies their powers, including the ability to appoint alternate members for absent or disqualified directors.

Additionally, the bill revises the rights of dissenting shareholders and the procedures for corporate dissolution. It specifies conditions under which a dissenting shareholder's right to payment for shares may terminate, such as abandonment of the proposed action or a court injunction. The bill also outlines the voting thresholds required for shareholder approval of corporate dissolution, differentiating between corporations formed before and after August 1, 2024. Furthermore, it stipulates that board committees cannot perform certain key functions, ensuring that significant decisions remain the responsibility of the full board of directors. Overall, these amendments aim to enhance clarity and flexibility in corporate governance and shareholder rights in Washington.

Statutes affected:
Original Bill: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145