(1)
Upon such approval, articles of merger or articles of
consolidation shall be executed by each corporation by an officer
of each corporation, and shall set forth:
(a) The plan of merger or the plan of consolidation;
(b) Where the members of any merging or consolidating
corporation have voting rights, then as to each such corporation
(i) a statement setting forth the date of the meeting of members
at which the plan was adopted, that a quorum was present at such
meeting, and that such plan received at least two-thirds of the
votes which members present at such meeting or represented by
proxy were entitled to cast, or (ii) a statement that such
amendment was adopted by a consent in the form of a record
executed by all members entitled to vote with respect thereto;
(c) Where any merging or consolidating corporation has no
members, or no members having voting rights, then as to each such
corporation a statement of such fact, the date of the meeting of
the board of directors at which the plan was adopted and a
statement of the fact that such plan received the vote of a
majority of the directors in office.
(2) The articles of merger or articles of consolidation
shall be delivered to the secretary of state. If the secretary
of state finds that such articles conform to law, the secretary
of state shall, when all fees have been paid as in this chapter
prescribed:
(a) Endorse on the articles of merger or consolidation the
word "Filed," and the date of the filing;
(b) File the articles of merger or consolidation.
An exact or conformed copy of the articles of merger or
articles of consolidation bearing the filing endorsement affixed
thereto by the secretary of state, shall be returned to the
surviving or new corporation, as the case may be, or its
representative.
[2004 c 265 § 20; 2002 c 74 § 10; 1986 c 240 § 33; 1982 c 35 § 89; 1967 c 235 § 41.]
NOTES:
Captions not law -- 2002 c 74: See note following RCW 19.09.020.
Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.