(1) A corporation's board of directors may propose
dissolution for submission to the shareholders.
(2) For a proposal to dissolve to be approved:
(a) The board of directors must recommend dissolution to the
shareholders unless (i) the board of directors determines that
because of conflict of interest or other special circumstances it
should make no recommendation or (ii) RCW 23B.08.245 applies, and
in either case the board of directors communicates the basis for
so proceeding to the shareholders; and
(b) The shareholders entitled to vote must approve the
proposal to dissolve as provided in subsection (5) of this
section.
(3) The board of directors may condition its submission of
the proposal for dissolution on any basis, including the
affirmative vote of holders of a specified percentage of shares
held by any group of shareholders not otherwise entitled under
this title or the articles of incorporation to vote as a separate
voting group on the proposed dissolution.
(4) The corporation shall notify each shareholder, whether
or not entitled to vote, of the proposed dissolution either (a)
by giving notice of a shareholders' meeting in accordance with
RCW 23B.07.050 and stating that the purpose or one of the
purposes of the meeting is to consider dissolving the
corporation, or (b) in accordance with the requirements of RCW 23B.07.040 for approving the proposed dissolution without a
meeting.
(5) In addition to any other voting conditions imposed by
the board of directors under subsection (3) of this section, the
proposed dissolution must be approved by two-thirds of the voting
group comprising all the votes entitled to be cast on the
proposed dissolution, and of each other voting group entitled
under the articles of incorporation to vote separately on the
proposed dissolution. The articles of incorporation may require
a greater or lesser vote than provided in this subsection, or a
greater or lesser vote by any separate voting groups provided for
in the articles of incorporation, so long as the required vote is
not less than a majority of all the votes entitled to be cast on
the proposed dissolution and of each other voting group entitled
to vote separately on the proposed dissolution.
[2011 c 328 § 8; 2009 c 189 § 50; 2006 c 52 § 6; 2003 c 35 § 10; 1989 c 165 § 155.]