Page 296 - Washington Nonprofit Handbook 2018 Edition

Corporations planning to consolidate begin similarly by adopting a plan of
consolidation containing similar information.

(ii) Board of Directors or Membership Approval

The plan of merger or consolidation must then be approved by the boards of
directors of each corporation and, if one or both of the corporations has voting
members, by their respective corporate membership. For a corporation that has
members with voting rights, the board of directors must present the plan to the
members at an annual or special meeting. Approval of the plan requires the assent
of at least two-thirds of the votes of members present or represented by proxy (if
proxy voting is permitted) at a meeting in which a quorum exists. Any merging or
consolidating corporations that do not have members with voting rights must
approve the plan by vote of a majority of the directors then in office at a meeting of
the board in which a quorum exists.

(iii) Articles of Merger or Consolidation

Upon approval of the plan of merger or consolidation by each of the
corporations, articles of merger or articles of consolidation must be prepared,
executed by an authorized officer and filed with the Secretary of State together with
the appropriate filing fee. The articles of merger or consolidation must include the
plan of merger or consolidation and a description of the process used by each
corporation to approve the plan. If the Secretary of State determines that the
articles of merger or consolidation conform to law and that all fees have been paid,
the Secretary files the documents and issues a certificate of merger or certificate of
consolidation. The merger or consolidation becomes effective upon the filing of the
articles of merger or consolidation or at a later date as provided in the plan of
merger or consolidation, which later date must be within 30 days of the filing of the
articles of merger or consolidation.

(iv) Foreign Corporations

The merger or consolidation procedure differs from the procedure described
above if one or more of the corporations included in the merger or consolidation
was not incorporated in Washington. Washington corporations involved in such a
transaction are required to follow the procedures outlined above. Each “foreign” or
non-Washington corporation must follow the law of the state in which it was
incorporated. If the surviving corporation or new corporation will be a “foreign”
corporation, then the corporation must (a) obtain a certificate of authority prior to

transacting business in Washington, (b) file an agreement that it may be served with

WASHINGTON NONPROFIT HANDBOOK -285- 2018