Corporate Shareholder Meeting, Proxy, and Written-Consent Requirements in Washington

At a glance

Requirements one by one

RCW 23B.01.010 names the Washington Business Corporation Act. Chapter 23B.07 governs ordinary shareholder meetings, consent, lists, proxies, quorum, and voting. Governing documents change only the defaults the Act assigns to them; public companies, beneficial-owner systems, contests, and extraordinary actions remain separate.

Annual meetings may be replaced by director-election consent

RCW 23B.07.010 requires an annual meeting at the bylaw-stated or fixed time to elect directors, but § 23B.07.040 consent may replace it. The place may be in or outside Washington as the bylaws state or fix, otherwise the principal office. An authorized place-setter may choose a remote-only format unless the articles or bylaws provide otherwise. Missing the annual date does not invalidate corporate action.

A shareholder entitled to vote for directors may seek a court-ordered meeting after the earlier of six months after fiscal-year end or 15 months after the last annual meeting or substitute-consent approval. The superior court may set meeting, participation, record-date, notice, and matter-specific quorum terms.

Ten percent is the demand default, but a private corporation may raise it

RCW 23B.07.020 permits the board and articles- or bylaw-authorized persons to call a special meeting. Shareholders otherwise default to a 10% demand based on votes entitled on the proposed issue. The demand must be executed, dated, delivered, and describe the purposes.

A public company's articles may limit or deny the right. For a corporation other than a public company, the articles or bylaws may require a greater percentage, but not above 25%. Enough demands must be delivered within 60 days of the earliest execution; the first delivered demand is the default record date. A signer may seek court relief when notice is not given within 30 days or the meeting is not held as noticed.

Routine meeting notice is 10 to 60 days

RCW 23B.07.050 requires date, time, and place notice 10 to 60 days before an ordinary meeting. Annual notice ordinarily need not state purposes; special notice must. The 20-day minimum for amendments, mergers, asset dispositions, and dissolution is an action-specific boundary.

RCW 23B.01.410 permits any delivery method and generally allows email or other electronic transmission. When a corporation previously used only nonelectronic methods for a shareholder, it must first notify that shareholder of the change. The shareholder may object in writing, and the electronic route ends after two known consecutive delivery failures.

A shareholder may execute a written waiver before or after the meeting or consent action. Attendance waives meeting-notice defects unless the shareholder objects at the beginning, and waives out-of-purpose business unless objection is made when the matter is presented. An announced adjournment ordinarily needs no new notice unless the bylaws or a new record date require it.

The list opens ten days before and continues through the meeting

The bylaws or board may set a record date under RCW 23B.07.070. It may not be more than 70 days before a meeting or more than ten days before the first consent execution. Without a fixed meeting date, the default is the day before first notice. A date continues through adjournment unless the board fixes a new one, and a new date is required after an adjournment beyond 120 days.

RCW 23B.07.200 requires an alphabetical list by voting group, class, and series with address and share count; email and electronic contact details need not be included. It opens ten days before the meeting and continues through it, either at an authorized physical location or on a reasonably accessible secured network. It must also be available during the meeting, and throughout a remote- only meeting on the network. A court may compel access at corporate expense and postpone the meeting, but a list failure does not invalidate approved action.

Remote participation counts as presence

Unless the articles or bylaws provide otherwise, RCW 23B.07.080 permits hybrid or remote-only participation under board-authorized guidelines. Notice must explain how to participate. The corporation must reasonably verify each remote shareholder or proxyholder and provide a reasonable opportunity to participate and vote and to read or hear proceedings substantially concurrently.

Qualifying participation is presence in person. When the meeting is remote- only, every shareholder entitled to vote must have the remote opportunity, and the voting list must be accessible on the network throughout.

A proxy defaults to 11 months

RCW 23B.07.220 permits a shareholder, agent, or attorney-in-fact to appoint a proxy by executed form or an electronic transmission carrying date and authorization information. The appointment becomes effective on receipt by the inspector or authorized vote tabulator. Its stated term controls; otherwise it lasts 11 months.

An appointment is revocable unless it states that it is irrevocable and is coupled with an interest. Death or incapacity does not defeat corporate acceptance until the tabulator receives notice, and extinguishing the supporting interest ends irrevocability. RCW 23B.07.240 adds good-faith acceptance and rejection rules.

Director voting depends on the corporation's formation date

RCW 23B.07.250 defaults quorum to a majority of votes entitled in each voting group, subject to articles or Title 23B variation. Once represented, a share remains present through the meeting and adjournment unless a new record date is set. Ordinary action passes when votes for exceed votes against.

Director candidates with the largest vote totals win unless the articles or a qualifying bylaw provides otherwise. A corporation formed on or after January 1, 2020 has no cumulative-voting right unless its articles provide one. A pre- 2020 corporation defaults to cumulative voting unless its articles opt out. Use at a particular meeting also requires conspicuous meeting-notice/proxy- statement disclosure or a shareholder's notice at least 72 hours beforehand.

Partial written consent needs articles authorization and two notices

RCW 23B.07.040 always permits unanimous consent. Meeting-equivalent partial consent requires general or limited authorization in the articles; it cannot elect directors by less than unanimity when the articles authorize cumulative voting.

Each consent must be executed and dated on or after the record date, describe the action, and be delivered for the minutes or records. The consent package must include the materials that would accompany meeting notice. A qualifying electronic transmission counts as execution, and a shareholder may withdraw before enough consents are delivered.

The soliciting corporation or person gives the first notice on or promptly after the record date to nonsigning voting shareholders and any otherwise notice-entitled nonvoters. After sufficient delivery, the corporation promptly gives a second notice to the voting and relevant nonvoting holders. Approval is effective on sufficient delivery plus any articles-required advance-notice period, unless the consent specifies later effect. Sufficient consents must be delivered within 60 days after the earliest execution.

What trips people up

A private corporation may raise the special-meeting demand threshold in either the articles or bylaws, but not beyond 25%. That differs from the public-company rule, where only the articles may limit or deny the right.

Washington consent has two notice stages: notice that consents are being sought and notice that enough consents have been delivered. Neither should be reduced to a single post-consent notice.

Cumulative voting cannot be answered without the formation date. The default flips on January 1, 2020, and meeting-specific notice is still required even where the right exists.

Common questions

Does missing the annual-meeting date invalidate corporate action?

No. RCW 23B.07.010 expressly preserves corporate action. The separate court route opens after the earlier fiscal-year or 15-month deadline in § 23B.07.030.

May a Washington corporation hold a remote-only shareholder meeting?

Yes, unless the articles or bylaws provide otherwise. All voting shareholders must have the opportunity to participate, identity and proxy status must be reasonably verified, and the list must remain accessible online throughout.

May shareholders use electronic written consent?

Yes. RCW 23B.07.040 recognizes an electronic transmission that shows present intent and supplies sender and transmission-date information. All threshold, record-date, withdrawal, 60-day delivery, and notice rules still apply.

Statutes and sources

• Washington Business Corporation Act, RCW 23B.07.010-.320 — current official meeting, consent, notice, record-date, remote, list, proxy, quorum, voting, and shareholder-agreement text, accessed August 22, 2026: https://app.leg.wa.gov/RCW/default.aspx?cite=23B.07&full=true
• RCW 23B.01.010 and 23B.01.410 — Act title and general notice/electronic- delivery rules; current official text accessed August 22, 2026.