Articles of merger or consolidation.
(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.]
| 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.