SB 5006 — Making updates to Washington's corporation acts.

CERTIFICATIONZ-0146.1 OF ENROLLMENT SENATE BILL 5006 69th Legislature Regular Session Passed by the Senate February 5, 2025 CERTIFICATE Yeas 49 Nays 0 I, Sarah Bannister, Secretary of the Senate of the State of Washington,Washington do69th herebyLegislature certify2025 thatRegular PresidentSession ofBy theSenators SenatePedersen, theHoly, attachedNobles, is SENATE BILL 5006 as passed by the Senate and theWellman; House of Representatives on the dates hereon set forth.

Passed by the House March 26, 2025 Yeas 92 Nays 6 Secretary Speaker of the House of Representatives Approved FILED Secretary of State State of Washington Governor of the State of Washington SENATE BILL 5006 Passed Legislature - 2025 Regular Session State of Washington 69th Legislature 2025 Regular Session By Senators Pedersen, Holy, Nobles, and Wellman;

1 SB 5006.PL5006 (2) The terms and conditions of such rights, options, or warrants((, 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, as well as their duration (a) may preclude)) may include restrictions or conditions that:

2 SB 5006.PL5006 (1) Unless this title, the articles of incorporation, or the bylaws provide otherwise, a board of directors may ((create)) establish one or more board committees ((of directors.

3 SB 5006.PL5006 (g) Approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.

4 SB 5006.PL5006 are amended, or amended and restated, to the extent provided in the plan of merger;

5 SB 5006.PL5006 becomes effective with respect to shares or interests of such party or acquired entity which were exchanged in the merger or share exchange, which were canceled in the merger, or the terms and conditions of which relating to owner liability were amended under the terms of the merger:

6 SB 5006.PL5006 merger does not give rise to any rights that a shareholder, interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of that party.

7 SB 5006.PL5006 (f) Any corporate action approved pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares;

8 SB 5006.PL5006 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;

9 SB 5006.PL5006 entitled to be cast on the proposed dissolution and of each other voting group entitled to vote separately on the proposed dissolution.

10 SB 5006.PL5006 (4) To the extent specified by the board or in the articles or bylaws, each committee of the board may exercise the powers of the board granted through RCW 24.03A.490(2), except as limited by subsection (5) of this section.

11 SB 5006.PL5006 If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of ((two)) one or more directors, which committees, to the extent provided in such resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation:

12 SB 5006.PL5006