Senate Bill 5006, which would update the Washington Business Corporation Act, received a staff briefing and public testimony but no final vote during the Law & Justice Committee hearing. Ryan Giannini, staff counsel to the committee, described the bill as “relating to making updates to Washington's corporation acts.”
The bill would permit board committees to consist of one or more directors instead of the current two-or-more requirement and would add procedures for appointing replacement committee members when directors are absent or disqualified. Mike Hutchings, chair of the Corporate Act Revision Committee, told the panel these changes are intended mostly as streamlining and technical fixes and said they would “bring us in line with virtually every other state in the country.”
Senator Jamie Pedersen, the bill's prime sponsor, thanked the volunteer lawyers who maintain the statute and described the measure as part of the annual work that keeps Washington’s corporate code current. Testimony noted the bill also corrects voting-threshold language left over from last year’s legislation by reducing a dissolution approval threshold from two-thirds to a majority and aligning dissenters’ rights triggers with other fundamental transaction thresholds.
No fiscal note was requested at the briefing. Committee members asked few substantive questions during public testimony; the committee closed the public hearing and did not record any motion or vote on the measure at this session.
Because no formal action was recorded in the transcript, SB 5006 remains at the hearing stage for further committee consideration or amendment.
A listing of witnesses and staff who spoke about the bill appears below.