Z-0146.1
SENATE BILL 5006
State of Washington
69th Legislature
2025 Regular Session
By Senators Pedersen, Holy, Nobles, and Wellman; by request of Washington State Bar Association
Prefiled 12/03/24. Read first time 01/13/25. Referred to Committee on Law & Justice.
AN ACT Relating to making updates to Washington's corporation acts; and amending RCW 23B.06.240 , 23B.08.250 , 23B.11A.070 , 23B.13.020 , 23B.14.020 , 24.03A.575 , and 24.06.145 .
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1. RCW 23B.06.240 and 2020 c 194 s 6 are each amended to read as follows:
(1) Unless the articles of incorporation provide otherwise, a corporation may issue rights, options, or warrants for the purchase of shares or other securities of the corporation. The board of directors (( shall )) must determine the terms and conditions upon which the rights, options, or warrants are issued(( , their form and content, and the terms and conditions relating to their exercise, including the time or times, the conditions precedent, and the consideration for which and the holders by whom the rights, options, or warrants may be exercised )) and may become exercisable, exchangeable, or convertible, including the consideration for which the shares or other securities are to be issued. The authorization by the board of directors for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable .