The bill amends Washington's corporation acts to enhance corporate governance and clarify shareholder rights. Key provisions include allowing corporations to issue rights, options, or warrants for purchasing shares, with the board of directors responsible for determining the terms of these issuances. It also permits the formation of board committees composed solely of directors, detailing the process for their creation and the appointment of alternate members. Additionally, the bill addresses shareholder dissent rights, particularly in relation to mergers and conversions, introducing new provisions that outline the conditions under which dissenting shareholders can express their dissent and the circumstances that may terminate their rights.

Further amendments focus on the processes for corporate dissolution and the rights of dissenting shareholders. The bill specifies that a dissenting shareholder's right to payment for their shares ceases if the corporate action is abandoned, legally enjoined, or if the shareholder withdraws their demand with the corporation's consent. It also establishes requirements for board proposals for dissolution, necessitating shareholder approval that varies based on the corporation's formation date. For corporations formed before August 1, 2024, a two-thirds majority is required, while those formed after that date need only a simple majority. The bill also modifies the authority of board committees, ensuring that non-directors cannot vote unless certain conditions are met and restricting committees from performing critical functions like amending bylaws or authorizing dissolution.

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
Bill as Passed Legislature: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145
Session Law: 23B.06.240, 23B.08.250, 23B.11A.070, 23B.13.020, 23B.14.020, 24.03A.575, 24.06.145