(1) A corporation shall
keep as permanent records minutes of all meetings of its
shareholders and board of directors, a record of all corporate
actions approved by the shareholders or board of directors by
executed consent without a meeting, and a record of all corporate
actions approved by a committee of the board of directors
exercising the authority of the board of directors on behalf of
the corporation.
(2) A corporation shall maintain appropriate accounting
records.
(3) A corporation or its agent shall maintain a record of
its shareholders, in a form that permits preparation of a list of
the names and addresses of all shareholders, in alphabetical
order by class of shares showing the number and class of shares
held by each.
(4) A corporation shall maintain its records in written form
or in another form capable of conversion into written form within
a reasonable time.
(5) A corporation shall keep a copy of the following records
at its principal office:
(a) Its articles or restated articles of incorporation and
all amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them
currently in effect;
(c) The minutes of all shareholders' meetings, and records
of all corporate actions approved by shareholders without a
meeting, for the past three years;
(d) The financial statements described in RCW 23B.16.200(1),
for the past three years;
(e) All communications in the form of a record to
shareholders generally within the past three years;
(f) A list of the names and business addresses of its
current directors and officers; and
(g) Its initial report or most recent annual report
delivered to the secretary of state under RCW 23B.16.220.
[2009 c 189 § 54; 2002 c 297 § 45; 1991 c 72 § 40; 1989 c 165 § 182.]