{"id":581,"date":"2018-01-26T08:54:30","date_gmt":"2018-01-26T00:54:30","guid":{"rendered":"http:\/\/trainingpips.com\/?page_id=581"},"modified":"2018-12-20T13:09:58","modified_gmt":"2018-12-20T21:09:58","slug":"ps-101-chapter-5-article-9-on-other-types-of-companies","status":"publish","type":"page","link":"https:\/\/www.trainingpips.com\/index.php\/ps-101-a-course-outline\/ps-101-chapter-5-chapter-outline-service-of-the-summons\/ps-101-chapter-5-article-9-on-other-types-of-companies\/","title":{"rendered":"PS 101 – Chapter 5 – Article 9 – On Other Types of Companies"},"content":{"rendered":"

RCW 4.28.080(9)<\/a>
\n<\/strong> If against a company<\/a> or corporation<\/a> other than those designated in subsections (1) through (8) of this section, to the president or other head of the company<\/a> or corporation<\/a>, the registered agent<\/a>, secretary, cashier or managing agent<\/a> thereof or to the secretary, stenographer or office assistant of the president or other head of the company<\/a> or corporation<\/a><\/span>, registered agent<\/a>, secretary, cashier or managing agent<\/a>.<\/em><\/span><\/p>\n

Service on the vast majority of companies and corporations will fall under this provision. Unfortunately, we are again faced with what appear to be examples of how business and society have evolved but the law<\/a> has not. There are at least two anachronisms in this section which must be addressed.<\/span><\/p>\n

Cashier and Stenographer – What are They?<\/strong><\/u><\/span><\/p>\n

First is the designation “cashier.” In modern usage this is normally taken to mean someone in a bank, retail store, or other establishment, who deals directly with customers involving monetary transactions. However, the process server who goes in to the local supermarket and presents the summons to the cashier as he pays for his groceries will have made a grievous mistake.<\/span><\/p>\n

The usage in this section of the RCW refers to an older, and now seldom used, designation where the word means somebody responsible for financial transactions. This is an official in the company<\/a> or corporation<\/a> who is responsible for receiving and paying out money and keeping financial records. Best practice<\/a> would take this to mean not a bookkeeper but the corporate treasurer or other chief financial officer.<\/span><\/p>\n

Second is the designation “stenographer.” Few executives today dictate their letters and correspondence to a stenographer and perhaps even fewer assistants, secretaries, etc, know how to take shorthand. Needless to say, it will be the rare service which is accomplished by leaving the summons with the stenographer of one of the persons designated by this statute.<\/span><\/p>\n

As implied above, service on most companies and corporations will occur under the auspices of this statute. Each of the possibilities are broken out and discussed as follows. Their order in the statute does not make presentation to one superior to another.<\/span><\/p>\n

President and Other Head of the Company<\/a><\/strong><\/u><\/span><\/p>\n

The first is to present the summons to the president or other head of the company<\/a>. The term president is quite specific. Most regular corporations have a person<\/a> filling this position.<\/span><\/p>\n

Gaining access<\/a> to the president of a corporation<\/a> depends in large part on the size of the corporation<\/a>. Generally the president of a small corporation<\/a> is easier to reach than that of a large corporation<\/a>.<\/span><\/p>\n

The phrase “other head of the company<\/a>” could be a vice president or other board level position but it has also been held to be the dock foreman of a trucking company<\/a>.<\/span><\/p>\n

That said, you are reminded again that service of process is “fact<\/a> specific” and minor<\/a> changes between one service and another may<\/a> make the difference between one service being upheld and one being overturned.<\/span><\/p>\n

In general, the summons should be presented to a person<\/a> in as high a corporate position or office as is possible to reach within the other constraints playing on the situation.<\/span><\/p>\n

Registered Agent<\/u><\/strong><\/span><\/h4>\n

Most presentations are made to the person<\/a> holding the designation registered agent<\/a>. Corporations are required by RCW 23B.05.010(b) to maintain a registered agent<\/a> within the state.<\/span><\/p>\n

The purpose of the registered agent<\/a> is two fold. First to provide a living person<\/a> to whom legal<\/a> process may<\/a> be presented in order to obtain service on the corporation<\/a> and second to act as a point of contact for the state. A registered agent<\/a> need not be a person<\/a>, it can be another corporation<\/a>, but it must be a location where a person<\/a> is available to receive service.<\/span><\/p>\n

Corporate Secretary<\/strong><\/u><\/span><\/p>\n

The term “secretary”, as used in the first half of the section, before the connecting “or”, means corporate secretary. This is an official position within the corporate structure, also known as the clerk of the corporation<\/a>, and should not be confused with a secretary who answers the telephone and types letters. Not all corporations have a corporate secretary, indeed the term is almost as much of an anachronism as cashier.<\/span><\/p>\n

Cashier<\/strong><\/u><\/span><\/p>\n

The term cashier is discussed above.<\/span><\/p>\n

Managing Agent<\/a><\/strong><\/u><\/span><\/p>\n

The term “managing agent<\/a>” is open to quite some level of interpretation. It is a position held by a person<\/a> with a general power which involves the exercise of both judgment<\/a> and discretion on behalf of the corporation<\/a>. This might be the power to hire and fire or the power to encumber corporate assets.<\/span><\/p>\n

The distinction to be made is the difference between a managing agent<\/a> and an ordinary agent<\/a>. Whereas the managing agent<\/a> has those abilities just mentioned, an ordinary agent<\/a> does not. Most employees of a corporation<\/a> act as its ordinary agent<\/a> because they operate at the direction and control of the corporation<\/a> and have little or no discretion available. The general warning regarding service being “fact<\/a> specific” is applicable here.<\/span><\/p>\n

The second half of this section opens the number of persons who may<\/a> be presented the summons to the secretary, stenographer, and office assistant of those persons named in the first half of the section.<\/span><\/p>\n

Secretaries, Stenographers, and Office Assistants<\/strong><\/u><\/span><\/p>\n

In this case<\/a> the term secretary does mean a person<\/a> who types letters, does filing, and answers telephones. Concerns arise though when questions are asked about their exact position in the corporate hierarchical structure.<\/span><\/p>\n

For instance, if Jane is secretary to president Bob, and to no other, then she obviously fits within the context of this statute. However, suppose Jane is also secretary to several other people<\/a> including some who obviously are not a part of the list of suitable positions to receive a summons for the corporation<\/a>? Once again a situation exists where a service may<\/a> be valid in one case<\/a> but, with a minor<\/a> change in the facts, is not valid in another.<\/span><\/p>\n

The same set of problems are seen when service is made by presentation to an office assistant. Both terms, secretary and office assistant, are poorly defined and subject to considerable interpretation.<\/span><\/p>\n

The term stenographer was discussed above and all of the conditions and concerns which revolve around a secretary and an office assistant hold true here.<\/span><\/p>\n

Service Instructions Summary<\/u><\/strong><\/span><\/p>\n

Present the documents to:<\/span><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/span><\/td>\nWho<\/strong><\/span><\/td>\nWhen & Where<\/strong><\/span><\/td>\n<\/tr>\n
 1.<\/span><\/td>\n The President<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 2.<\/span><\/td>\n Other head of the company<\/a> or corporation<\/a><\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 3.<\/span><\/td>\n The registered agent<\/a><\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 4.<\/span><\/td>\n The corporate secretary<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 5.<\/span><\/td>\n The cashier* aka corporate treasurer<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 6.<\/span><\/td>\n Any managing agent<\/a> of the company<\/a> or corporation<\/a><\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 7.<\/span><\/td>\n The secretary of any of #1 thru #6<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 8.<\/span><\/td>\n The stenographer of any of #1 thru #6<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n
 9.<\/span><\/td>\n The office assistant of any of #1 thru #6<\/span><\/td>\nAnytime Anywhere<\/span><\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

* “Cashier” does not mean the person<\/a> who takes your money at the front of a store where you purchase goods or services. This is an archaic term for the position of treasurer.<\/span><\/p>\n

[qsm quiz=36]<\/p>\n","protected":false},"excerpt":{"rendered":"

RCW 4.28.080(9) If against a company<\/a> or corporation<\/a> other than those designated in subsections (1) through (8) of this section, to the president or other head of the company<\/a> or corporation<\/a>, the registered agent<\/a>, secretary, cashier or managing agent<\/a> thereof or to the secretary, stenographer or office assistant of the president or other head of […]<\/p>\n","protected":false},"author":3,"featured_media":0,"parent":517,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-581","page","type-page","status-publish","hentry"],"_links":{"self":[{"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/pages\/581","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/comments?post=581"}],"version-history":[{"count":0,"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/pages\/581\/revisions"}],"up":[{"embeddable":true,"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/pages\/517"}],"wp:attachment":[{"href":"https:\/\/www.trainingpips.com\/index.php\/wp-json\/wp\/v2\/media?parent=581"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}