The Washington Resolution of Directors of a Close Corporation Authorizing Redemption of Stock is a legal document that outlines the process and terms for the redemption of stock in a close corporation. This resolution is a crucial step in the redemption process as it gives the authority to the directors of the corporation to carry out the redemption. The Washington Resolution of Directors of a Close Corporation Authorizing Redemption of Stock typically includes the following key elements: 1. Introduction: The resolution begins by stating the name of the corporation and its principal place of business. It may also include the purpose of the resolution, which is to authorize the redemption of stock. 2. Authorization of Redemption: The resolution grants the directors the power and authority to redeem the stock of the corporation. It specifies the number of shares to be redeemed and any limitations or conditions associated with the redemption. 3. Redemption Date and Price: The resolution sets a specific date for the redemption to occur and establishes the price at which the stock will be redeemed. This price is often determined based on the fair market value of the stock or a predetermined formula agreed upon by the directors. 4. Funding the Redemption: The resolution outlines how the corporation will fund the redemption of stock. It may specify the source of funds, such as retained earnings, available cash, or borrowing, or a combination thereof. 5. Notice to Shareholders: The resolution may require the directors to provide written notice to the shareholders whose stock will be redeemed. The notice should include the redemption date, price, and any other relevant details. 6. Record keeping: The resolution instructs the corporate secretary or another designated officer to keep accurate records of the redemption process. This includes maintaining a record of the redeemed shares, the shareholders involved, and any other pertinent information. Types of Washington Resolution of Directors of a Close Corporation Authorizing Redemption of Stock: 1. General Redemption Resolution: This type of resolution authorizes the redemption of stock in a close corporation without any specific conditions or limitations. 2. Conditional Redemption Resolution: This resolution authorizes the redemption of stock but imposes certain conditions or limitations on the redemption process. For example, it may specify that the redemption can only occur if a certain event or condition is met. 3. Partial Redemption Resolution: In cases where the corporation wants to redeem only a portion of the outstanding stock, a partial redemption resolution is used. This resolution specifies the number of shares to be redeemed and any other relevant details. It's essential to consult with legal professionals or review the specific laws and regulations in Washington state when drafting or executing a Washington Resolution of Directors of a Close Corporation Authorizing Redemption of Stock, as the requirements may vary.