Washington Code 24.03A.480 – Action without meeting by ballot
Current as of: 2023 | Check for updates
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(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.
Terms Used In Washington Code 24.03A.480
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Quorum: The number of legislators that must be present to do business.
(2) A ballot must:
(a) Be in the form of a record;
(b) Set forth each proposed action;
(c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and
(d) Provide an opportunity to vote for or against each other proposed action.
(3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) All requests for votes by ballot must:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member.
(5) Except as provided in the articles or bylaws, a ballot may not be revoked.
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.