The bill amends Washington's corporation acts to modernize corporate governance by updating 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 also mandates that board committees be composed solely of directors and requires majority board approval for their establishment. Additionally, it clarifies the powers of these committees and permits the appointment of alternate members to fill in for absent or disqualified directors.

Further changes include new voting requirements for shareholder approval of corporate dissolutions, differentiating based on the corporation's formation date. Corporations formed before August 1, 2024, will require a two-thirds majority for dissolution, while those formed afterward will need only a simple majority. The bill also reduces the minimum number of directors needed to form a committee from two to one and specifies that these committees cannot perform critical functions such as amending bylaws or authorizing mergers. Overall, the bill aims to enhance clarity and flexibility in corporate operations and shareholder rights while ensuring appropriate checks on board committee authority.

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