Revised Code of Washington
Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.
24.06.080 - Shares—Certificates.

RCW 24.06.080
Shares—Certificates.

The shares of a corporation shall be represented by certificates signed by the president or vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue.
Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series.
Each certificate representing shares shall state upon the face thereof:
(1) That the corporation is organized under the laws of this state.
(2) The name of the person to whom issued.
(3) The number and class of shares, and the designation of the series, if any, which such certificate represents.
(4) The par value of each share represented by such certificate, or a statement that the shares are without par value.
No certificate shall be issued for any share until such share is fully paid.

[ 2011 c 336 § 663; 1969 ex.s. c 120 § 16.]

Structure Revised Code of Washington

Revised Code of Washington

Title 24 - Corporations and Associations (Nonprofit)

Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.

24.06.005 - Definitions.

24.06.010 - Application of chapter.

24.06.015 - Purposes.

24.06.020 - Incorporators.

24.06.025 - Articles of incorporation.

24.06.030 - General powers.

24.06.032 - Additional rights and powers authorized.

24.06.035 - Nonprofit status—Members', officers' immunity from liability.

24.06.040 - Defense of ultra vires.

24.06.043 - Indemnification of agents of any corporation authorized.

24.06.045 - Corporate name.

24.06.046 - Reservation of exclusive right to use corporate name.

24.06.047 - Registration of corporate name.

24.06.048 - Renewal of registration of corporate name.

24.06.050 - Registered agent.

24.06.055 - Change of registered agent.

24.06.060 - Service of process on corporation.

24.06.065 - Members.

24.06.070 - Shares—Issuance—Payment—Subscription agreements.

24.06.075 - Shares—Consideration, fixing.

24.06.080 - Shares—Certificates.

24.06.085 - Liability of shareholders, subscribers, assignees, executors, trustees, etc.

24.06.090 - Preemptive share acquisition rights.

24.06.095 - Bylaws.

24.06.100 - Meetings of members and shareholders.

24.06.105 - Notice of meetings.

24.06.110 - Voting.

24.06.115 - Quorum.

24.06.120 - Class voting.

24.06.125 - Board of directors.

24.06.130 - Number and election of directors.

24.06.135 - Vacancies.

24.06.140 - Quorum of directors.

24.06.145 - Committees.

24.06.150 - Directors' meetings.

24.06.153 - Duties of director or officer—Standards—Liability.

24.06.155 - Officers.

24.06.160 - Books and records.

24.06.165 - Loans to directors or officers.

24.06.175 - Effect of filing of articles of incorporation.

24.06.180 - Organization meeting.

24.06.185 - Right to amend articles of incorporation.

24.06.190 - Procedure to amend articles of incorporation.

24.06.195 - Articles of amendment.

24.06.200 - Filing of articles of amendment—Procedure.

24.06.205 - When amendment becomes effective—Existing actions and rights not affected.

24.06.207 - Restated articles of incorporation.

24.06.210 - Procedure for merger.

24.06.215 - Procedure for consolidation.

24.06.220 - Approval of merger or consolidation.

24.06.225 - Articles of merger or consolidation.

24.06.230 - Merger or consolidation—When effected.

24.06.233 - Merger or consolidation of domestic and foreign corporation—Participation in an exchange.

24.06.235 - Effect of merger or consolidation.

24.06.240 - Sale, lease, exchange, etc., of property and assets.

24.06.245 - Right of member or shareholder to dissent.

24.06.250 - Exercise of right of dissent—Rights and liabilities.

24.06.255 - Payment of fair value to dissenting member or shareholder.

24.06.260 - Voluntary dissolution.

24.06.265 - Distribution of assets.

24.06.270 - Revocation of voluntary dissolution proceedings.

24.06.275 - Articles of dissolution.

24.06.280 - Filing of articles of dissolution.

24.06.285 - Involuntary dissolution.

24.06.290 - Proceedings for administrative dissolution—Reinstatement—Survival of actions.

24.06.295 - Venue and process.

24.06.300 - Jurisdiction of court to liquidate assets and dissolve corporation.

24.06.305 - Procedure in liquidation of corporation in court.

24.06.310 - Qualifications of receivers—Bond.

24.06.315 - Filing of claims in liquidation proceedings.

24.06.320 - Discontinuance of liquidation proceedings.

24.06.325 - Decree of involuntary dissolution.

24.06.330 - Filing of decree of dissolution.

24.06.335 - Survival of remedies after dissolution.

24.06.340 - Registration of foreign corporation—Right to conduct affairs in the state.

24.06.345 - Effect of registration—Governing law.

24.06.350 - Corporate name of foreign corporation.

24.06.360 - Foreign registration statement—Filing.

24.06.367 - Certificate of authority as insurance company—Filing of documents.

24.06.369 - Certificate of authority as insurance company—Registration or reservation of name.

24.06.370 - Authorization to conduct affairs in the state—Right of state to terminate registration.

24.06.375 - Registered agent of foreign corporation.

24.06.380 - Change of registered agent of foreign corporation.

24.06.385 - Resignation of registered agent.

24.06.390 - Service of process, notice, or demand on corporation.

24.06.395 - Failure to appoint or maintain agent—Service of process, notice, or demand.

24.06.400 - Amendment to articles of incorporation of foreign corporation.

24.06.405 - Merger of foreign corporation authorized to conduct affairs in this state.

24.06.410 - Amended foreign registration statement.

24.06.415 - Withdrawal of foreign corporation.

24.06.425 - Termination of registration.

24.06.435 - Conducting affairs without registering.

24.06.440 - Annual report of domestic and foreign corporations.

24.06.450 - Applicable fees, charges, and penalties.

24.06.462 - Fees for services by secretary of state.

24.06.465 - Penalties imposed upon corporation—Penalty established by secretary of state.

24.06.470 - Penalties imposed upon directors and officers.

24.06.475 - Interrogatories by secretary of state.

24.06.480 - Confidential nature of information disclosed by interrogatories.

24.06.485 - Power and authority of secretary of state.

24.06.490 - Duty of secretary of state to file—Review of refusal to file.

24.06.500 - Greater voting requirements.

24.06.505 - Waiver of notice.

24.06.510 - Action by members or directors without a meeting.

24.06.515 - Unauthorized assumption of corporate powers.

24.06.520 - Reinstatement and renewal of corporate existence—Fee.

24.06.525 - Reorganization of corporations or associations in accordance with this chapter.

24.06.600 - Locally regulated utilities—Attachments to poles.

24.06.610 - Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.

24.06.615 - Conversion of domestic corporation to limited cooperative association—Procedure.

24.06.900 - Short title.

24.06.905 - Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.

24.06.920 - Effective date—1969 ex.s. c 120.