title: RCW 24.03A.345

text:
(1) Except as provided in the articles or bylaws, each member of a membership corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.
(2) If the corporation has one or more classes of members, then the designation of the class or classes, the articles, or the bylaws shall set forth the manner of election or appointment and the qualifications and rights of the members of each class.
[ 2021 c 176 s 2107.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Differences in rights and obligations.


doc_type: statute

jurisdiction: wa

title: RCW 24.03A.350

text:
(1) Except as provided in the articles or bylaws or by resolution of the board, a member of a membership corporation may not transfer a membership or any right arising therefrom.
(2) Where the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the affected member consents to the restriction in the form of a record.
[ 2021 c 176 s 2108.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Transfers of membership.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 24.03A.355

text:
A member of a membership corporation is not personally liable for the acts, debts, liabilities, or obligations of the corporation.
[ 2021 c 176 s 2109.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Member's liability for corporate obligations.


title: RCW 24.03A.360

text:
(1) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles or bylaws. Particular dues, assessments, and fees may be imposed in the articles or bylaws or by resolution of the board, subject to any membership approval required under RCW 24.03A.695(1), on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws or by resolution of the board.
(2) The amount and method of collection of dues, assessments, and fees may be fixed in the articles or bylaws, or the articles or bylaws may authorize the board or members to fix the amount and method of collection, with or without approval of the class or classes of members affected.
(3) The articles or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
[ 2021 c 176 s 2110.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Member's liability for dues, fees, and assessments.


title: RCW 24.03A.365

text:
(1) A proceeding may not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part.
(2) All creditors of a membership corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the proceeding.
[ 2021 c 176 s 2111.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Creditor's action against member.


title: RCW 24.03A.370

text:
(1) A member of a membership corporation may resign at any time.
(2) The resignation of a member does not relieve the member from any obligations incurred or commitments made before resignation.
[ 2021 c 176 s 2112.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Resignation of member.


title: RCW 24.03A.375

text:
(1) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles or bylaws.
(2) A membership in a membership corporation may also be terminated, regardless of the procedure set forth in the articles or bylaws, if:
(a) The corporation has had no contact from the member for at least three years; and
(b) Either:
(i) The member fails to respond within ninety days to a request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, delivered to that member by means reasonably likely to reach that member; or
(ii) A request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, sent to that member by first-class forwardable mail, with postage prepaid, is returned as undeliverable; or
(iii) If members, or a class of members, are not identified individually on the records of the corporation, a request from the corporation for members to provide contact information that includes a statement that failure to respond could result in termination of membership is published once a week for six consecutive weeks in a newspaper of general circulation in the county in which the corporation's principal office is located.
(3) Unless otherwise provided in the articles or bylaws, if the articles or bylaws allow the board or any other body to admit members, the affirmative vote of two-thirds of that body may terminate a member [membership].
(4) Irrespective of anything to the contrary in the articles or bylaws, in any proceeding involving a corporation or upon application from the corporation, the court may order termination of a member [membership] of the corporation in the best interests of the corporation.
(5) A proceeding challenging a termination or suspension for any reason must be commenced within one year after the effective date of the termination or suspension.
(6) The termination or suspension of a member [membership] does not relieve the member from any obligations incurred or commitments made before the termination or suspension.
[ 2021 c 176 s 2113.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Termination and suspension of membership.


title: RCW 24.03A.380

text:
A membership corporation that is not a charitable corporation may repurchase any of its memberships or any right arising therefrom only if it is so provided in the articles or bylaws. A membership corporation that is a charitable corporation may not repurchase any of its memberships or any right arising therefrom.
[ 2021 c 176 s 2114.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Repurchase of memberships.


title: RCW 24.03A.385

text:
(1) A membership corporation may provide in its articles or bylaws for delegates.
(2) The articles or bylaws may set forth provisions relating to:
(a) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(b) Calling, noticing, holding, and conducting meetings of delegates; and
(c) Carrying on activities during and between meetings of delegates.
(3) If the articles or bylaws provide for delegates, then, unless otherwise provided in the articles or bylaws:
(a) The power to appoint, remove, or modify any provision of the articles or bylaws governing the appointment or removal of delegates is reserved to the members.
(b) All other powers of members including, but not limited to, the right to vote on other amendments to articles or bylaws, may be exercised by delegates.
[ 2021 c 176 s 2201.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Delegates.


title: RCW 24.03A.390

text:
(1) A membership corporation shall hold an annual meeting of members once during each fiscal year at a time stated in or fixed in accordance with the articles or bylaws.
(2) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accordance with the articles or bylaws.
(3) Except as provided in subsection (5) of this section, annual and regular meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the articles or bylaws. If no place is stated in or fixed in accordance with the articles or bylaws, then annual and regular meetings shall be held at the membership corporation's principal office.
(4) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the articles or bylaws does not affect the validity of any corporate action.
(5) The articles or bylaws may provide that an annual or regular meeting of members may be held in a specified location and, if so provided under the articles or bylaws, through one or more means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. For any meeting at which one or more members may participate by means of remote communication, the corporation shall deliver notice of the meeting to each member by a means which the member has authorized and provide complete instructions for participating in the meeting by remote communication.
[ 2021 c 176 s 2301.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Annual and regular meetings.


title: RCW 24.03A.395

text:
(1) A membership corporation shall hold a special meeting of members:
(a) At the call of its board of directors, the president, or the persons authorized to do so by the articles or bylaws; or
(b) Upon the execution and delivery to the corporation of one or more demands for a special meeting, in the form of a record, describing the purpose for which the meeting is to be held, by either:
(i) The number or proportion of members entitled under the articles or bylaws to call a meeting on the subject matter proposed to be considered at the proposed special meeting, which shall not represent more than twenty-five percent of all the votes entitled to be cast on that subject matter; or
(ii) In the absence of a provision fixing the number or proportion of members entitled to call a meeting, the number or proportion of members representing five percent of all the votes entitled to be cast on the subject matter proposed to be considered at the proposed special meeting.
(2) Unless otherwise provided in the articles or bylaws, a demand for a special meeting may be revoked by notice to that effect received by the membership corporation from the members calling the meeting before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(3) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to demand a special meeting is the date the first member executes a demand.
(4) Only business within the purpose or purposes described in the meeting notice required by RCW 24.03A.410(3) may be conducted at a special meeting of the members.
(5) Except as provided in subsection (6) of this section, special meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the articles or bylaws. If no place is stated or fixed in accordance with the articles or bylaws, then special meetings shall be held at the corporation's principal office.
(6) The articles or bylaws may provide that a special meeting of members be held at a specified location and, unless otherwise provided under the articles or bylaws, through means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. Notice of meetings at which one or more members may participate by means of remote communication must be delivered by a means which the member has authorized and provide complete instructions for participating in the meeting from a remote location.
[ 2021 c 176 s 2302.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Special meetings.


title: RCW 24.03A.400

text:
(1) The court may summarily order a meeting to be held:
(a) On application of any member entitled to participate in an annual or regular meeting if an annual meeting was not held within eighteen months after the last annual meeting; or
(b) On application of a member who executed a demand for a special meeting under RCW 24.03A.395 that was executed by a sufficient number of members to call a meeting, if:
(i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
(ii) The special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of a court-ordered meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the court-ordered meeting.
[ 2021 c 176 s 2303.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Court-ordered meeting.


title: RCW 24.03A.405

text:
(1) After fixing a record date for a meeting, a membership corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of that meeting of the members. The list of members shall show the address of and number of votes each member is entitled to cast at the meeting, except that the address of any member who is known to the corporation to be a participant in the address confidentiality program described in chapter 40.24 RCW or any similar law may be omitted.
(2) The list of members must be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the membership corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member or the member's agent, on demand in the form of a record, may inspect and, subject to the requirements of RCW 24.03A.215(4), copy the list, during regular business hours and at the member's expense, during the period it is available for inspection.
(3) The membership corporation shall make the list of members available at the meeting, and a member or the member's agent may inspect the list at any time during the meeting or any adjournment.
(4) If a membership corporation refuses to allow a member or the member's agent to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, then the court, on application of the member, may:
(a) Summarily order the inspection or copying at the corporation's expense;
(b) Postpone the meeting for which the list was prepared until the inspection or copying is complete;
(c) Order the corporation to pay the member's costs including reasonable attorneys' fees incurred to obtain the order; and
(d) Order other appropriate relief.
(5) Refusal or failure to prepare or make available the list of members does not affect the validity of action taken at the meeting.
(6) Instead of making the list of members available as provided in subsection (2) of this section, a membership corporation may state in a notice of meeting that the corporation has elected to proceed under this subsection. A member of a corporation that has elected to proceed under this subsection shall state in the member's demand for inspection a proper purpose for inspection. Within ten business days after receiving a demand under this subsection, the corporation shall deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the corporation from making the list of members available under subsection (4)(b) of this section, unless within a reasonable time after acceptance of the offer the corporation fails to do the things it offered to do. Any rejection of the corporation's offer must be in the form of a record and indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand.
[ 2021 c 176 s 2304.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: List of members for meeting.


title: RCW 24.03A.410

text:
(1) A membership corporation shall give notice to the members of the date, time, and place of each annual, regular, or special meeting of the members. Except as provided under subsection (6) of this section, the notice must be given in the form of a record no fewer than ten nor more than sixty days before the meeting date. Except as provided in this chapter, the articles, or the bylaws, the corporation is only required to give notice to members entitled to vote at the meeting.
(2) Unless this chapter, the articles, or the bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose for which the meeting is called.
(3) Notice of a special meeting shall include a description of the purpose for which the meeting is called.
(4) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to notice of and to vote at an annual or special meeting of the members is the day before the first notice is given to members.
(5) Unless the articles or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or is required to be fixed under RCW 24.03A.420, then the corporation shall give notice of the adjourned meeting to the members entitled to vote on the new record date.
(6) Notice of regular meetings other than the annual meeting may be made by providing each member with the adopted schedule of regular meetings for the ensuing year in the form of a record at any time after the annual meeting and ten days before the next succeeding regular meeting and at any time requested by a member or by any other notice prescribed by the bylaws.
(7) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of two consecutive annual meetings, and all notices of meetings during the period between those two consecutive annual meetings, have been returned undeliverable or could not be delivered. If a member delivers to the nonprofit corporation a notice setting forth the member's then current address, then the requirement that notice be given to that member is reinstated.
[ 2021 c 176 s 2305.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Notice of membership meeting.


title: RCW 24.03A.415

text:
(1) A member may waive any notice required by this chapter, the articles, or the bylaws no more than sixty days before or sixty days after the date and time stated in the notice or of the meeting or action. The waiver must be in the form of a record, be executed by the member entitled to the notice, and be delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(2) The attendance of a member at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting or immediately upon arrival at the meeting objects to holding the meeting or transacting business at the meeting; and
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects at the meeting to considering the matter.
[ 2021 c 176 s 2306.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Waiver of notice.


title: RCW 24.03A.420

text:
(1) The articles or bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a meeting of the members, to demand a special meeting, to vote, or to take any other action. If the articles or bylaws do not fix or provide for fixing a record date, then the board of the membership corporation may fix a future date as the record date.
(2) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members.
(3) A determination of members entitled to notice of or to vote at a meeting of the members is effective for any adjournment of the meeting unless the board fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
(4) If the court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, then it may provide that the original record date continues in effect or it may fix a new record date.
[ 2021 c 176 s 2307.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Record date.


title: RCW 24.03A.425

text:
(1) At each meeting of members, an individual shall preside as chair. The chair is appointed and may be removed:
(a) As provided in the articles or bylaws;
(b) In the absence of a provision in the articles or bylaws, by the board; or
(c) In the absence of both a provision in the articles or bylaws and an appointment by the board, by the members at the meeting.
(2) Except as provided in the articles or bylaws or by resolution of the board, the chair determines the order of business and has the authority to establish rules for the order and conduct of the meeting.
(3) Any rules established for the order and conduct of the meeting pursuant to subsection (2) of this section must be fair to the members.
(4) Except as provided in the articles or bylaws or by resolution of the board:
(a) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon.
(b) If no announcement is made, then the polls are deemed to have closed upon the final adjournment of the meeting.
(c) After the polls close, no ballots, proxies, or votes, nor any otherwise permissible revocations or changes thereto may be accepted.
[ 2021 c 176 s 2308.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Conduct of meeting.


title: RCW 24.03A.430

text:
(1) Except as provided in the articles or bylaws, a member may not vote by proxy.
(2) If the articles or bylaws allow members to vote by proxy, then the following procedure applies unless the articles or bylaws provide otherwise:
(a) A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by executing an appointment form in the form of a record. An appointment form must contain or be accompanied by information from which it can be determined that the member or the member's agent or attorney-in-fact authorized the appointment of the proxy.
(b) An appointment of a proxy is effective when an executed appointment in the form of a record is received by the inspectors of election, the officer or agent of the membership corporation authorized to tabulate votes, or the secretary. An appointment is valid for eleven months unless a shorter or longer period is expressly provided in the appointment form.
(c) The death or incapacity of the member appointing a proxy does not affect the right of the membership corporation to accept the proxy's authority unless notice of the death or incapacity is received by the inspectors of election, the officer or agent authorized to tabulate votes, or the secretary before the proxy exercises his or her authority under the appointment.
(d) A membership corporation may accept the proxy's vote or other action as that of the member making the appointment, subject to RCW 24.03A.455 and to any express limitation on the proxy's authority stated in the appointment form.
(e) A proxy may be revoked by a member by delivering notice in the form of a record to the corporation before the corporation has relied upon the proxy.
[ 2021 c 176 s 2309.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Proxies.


title: RCW 24.03A.435

text:
Except as provided in the articles or bylaws, each member is entitled to one vote on each matter on which the articles or bylaws entitle the members of the class of members to which the member belongs to vote.
[ 2021 c 176 s 2310.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Voting entitlement of members.


title: RCW 24.03A.440

text:
(1) Members may take action at a meeting on matters with respect to which all of the members are entitled to vote only if a quorum of the members is present. Except as provided in the articles or the bylaws, ten percent of the votes entitled to be cast at a meeting of the members constitutes a quorum with respect to those matters.
(2) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members is present with respect to that matter. Except as provided in the articles or bylaws, ten percent of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(3) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or is required to be set for that adjourned meeting.
(4) If a quorum is present, then action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles, bylaws, or applicable law require a greater number of affirmative votes.
(5) An amendment of the articles or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (4) of this section is governed by RCW 24.03A.445.
(6) If a meeting cannot be organized because a quorum of members entitled to vote is not present, then those members present may adjourn the meeting to such a time and place as they may determine. When a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the articles, or the bylaws, nonetheless constitute a quorum, if notice of the time and place of the reconvened meeting is provided by electronic transmission or in person to the members entitled to vote at least twenty-four hours before the reconvened meeting, or by other methods pursuant to the requirements and procedures set forth in RCW 24.03A.410. The articles or the bylaws may, however, permit the reconvening of a meeting without notice, by means of a provision that makes explicit reference to elimination of the notice requirement that would otherwise apply under this section.
(7) The election of directors is governed by RCW 24.03A.450.
[ 2021 c 176 s 2311.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Membership quorum and voting requirements.


title: RCW 24.03A.445

text:
(1) The articles or bylaws may provide for a higher or lower quorum or higher voting requirement for members or voting groups of members than is provided for by this chapter, either generally or with respect to specific matters.
(2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
[ 2021 c 176 s 2312.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Differing quorum and voting requirements.


title: RCW 24.03A.450

text:
(1) Except as provided in the articles or bylaws, directors of a membership corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(2) Except as provided in the articles or bylaws, or under subsection (3) of this section, members do not have a right to cumulate their votes for directors.
(3) Members of a nonprofit corporation who were entitled to cumulate their votes for the election of directors on January 1, 2022, continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles or bylaws of the corporation.
[ 2021 c 176 s 2313.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Voting for directors.


title: RCW 24.03A.455

text:
(1) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, then the membership corporation if acting in good faith may accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.
(2) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the name of its member, then the membership corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
(d) The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment; and
(e) Two or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(3) The membership corporation may reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(4) The membership corporation and its officer or agent who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 24.03A.430(2) are not liable in damages to the member for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless the court determines otherwise.
[ 2021 c 176 s 2314.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Acceptance of ballots, consents, waivers, or proxies.


title: RCW 24.03A.460

text:
(1) A membership corporation may appoint one or more inspectors to act at a meeting of members and make a report in the form of a record of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.
(2) The inspectors must:
(a) Ascertain the number of members and delegates, and their voting power;
(b) Determine the members and delegates present at a meeting;
(c) Determine the validity of proxies and ballots;
(d) Count all votes; and
(e) Determine the result.
(3) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector.
[ 2021 c 176 s 2315.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Inspectors of election.


title: RCW 24.03A.465

text:
(1) If this chapter, the articles, or the bylaws provide for voting by a single voting group on a matter, then action on that matter is taken when voted upon by that voting group as provided in RCW 24.03A.440 or 24.03A.475.
(2) If this chapter, the articles, or the bylaws provide for voting by two or more voting groups on a matter, then action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RCW 24.03A.440 or 24.03A.475.
[ 2021 c 176 s 2316.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Action by voting groups.


title: RCW 24.03A.470

text:
(1) If the articles or bylaws allow voting agreements, then two or more members may provide for the manner in which they will vote by executing an agreement in the form of a record for that purpose, to the extent allowed under the articles or bylaws.
(2) A voting agreement is specifically enforceable if:
(a) The voting agreement is allowed under the articles or bylaws; or
(b) The effective date of the voting agreement is before January 1, 2022.
(3) Notwithstanding subsection (2) of this section, no voting agreement is enforceable to the extent that enforcement of the agreement would violate the purposes of the membership corporation.
[ 2021 c 176 s 2317.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Voting agreements.


title: RCW 24.03A.475

text:
(1) Except as provided in the articles or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more consents in the form of a record bearing the date of execution and describing the action taken, executed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to take action without a meeting is the date the first member executes the consent under subsection (1) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within sixty days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents executed by all members entitled to vote on the action are received by the corporation. A consent may be revoked by an executed notice in the form of a record to that effect received by the corporation before receipt by the corporation of unrevoked consents sufficient in number to take corporate action.
(3) A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such.
(4) If this chapter, the articles, or the bylaws require that prior notice of any proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, then the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least ten days before taking the action by consent. The notice must contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
[ 2021 c 176 s 2318.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Action without meeting by unanimous written consent.


title: RCW 24.03A.480

text:
(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.
(2) A ballot must:
(a) Be in the form of a record;
(b) Set forth each proposed action;
(c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and
(d) Provide an opportunity to vote for or against each other proposed action.
(3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) All requests for votes by ballot must:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member.
(5) Except as provided in the articles or bylaws, a ballot may not be revoked.
[ 2021 c 176 s 2319.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Action without meeting by ballot.


title: RCW 24.03A.485

text:
When provided for in the articles or bylaws, meetings of the members held by remote communication must follow the provisions of RCW 24.03A.390 through 24.03A.480 to the greatest practicable extent.
[ 2021 c 176 s 2320.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Procedure for remote meetings.


title: RCW 24.03A.490

text:
(1) A nonprofit corporation shall have a board of directors.
(2) All corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws.
[ 2021 c 176 s 2401.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Board of directors—Authority.


title: RCW 24.03A.495

text:
(1) Each director, when discharging the duties of a director, shall act:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the nonprofit corporation.
(2) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(3) In discharging the duties of a director, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by:
(a) One or more officers, employees, or volunteers of the nonprofit corporation whom the director reasonably believes to be reliable and competent in the functions performed or the matters presented;
(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:
(i) Within the particular person's professional or expert competence; or
(ii) As to which the particular person merits confidence; or
(c) A committee of the board of which the director is not a member, designated in accordance with provisions of the articles or bylaws, as to matters within its designated authority, if the director reasonably believes the committee merits confidence.
(4) A director is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
[ 2021 c 176 s 2402.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Standards of conduct for directors.


title: RCW 24.03A.500

text:
A director of a nonprofit corporation must be an individual. The articles or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles or bylaws so prescribe.
[ 2021 c 176 s 2403.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Qualification of directors.


title: RCW 24.03A.505

text:
(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The board of directors of any corporation shall consist of three or more directors if:
(a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code;
(b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or
(c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code.
(3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer.
(4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors.
(5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws.
(6) A decrease in the number of directors may not shorten an incumbent director's term.
[ 2021 c 176 s 2404.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Number of directors.


title: RCW 24.03A.510

text:
(1) The members of a membership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meetings of members, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.
(2) The directors of a nonmembership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meeting of directors, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.
[ 2021 c 176 s 2405.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Selection of directors.


title: RCW 24.03A.515

text:
(1) The articles or bylaws may specify the terms of directors. If a term is not specified in the articles or bylaws, then the term of a director is one year. Each term of a director elected by the members or directors, or by some other method provided in the articles or bylaws, may not exceed five years except as provided in subsection (2) of this section. Terms of directors appointed by some other person or persons, or designated in some other manner, may be of any length.
(2) For a corporation formed before January 1, 2022, if the articles or bylaws current as of January 1, 2022, provided for terms of elected directors longer than five years, then the terms for elected directors provided in those articles or bylaws may continue in effect until and unless the articles or bylaws are amended to shorten those terms.
(3) The initial directors named in the articles hold office until the first annual election of directors or for any other period specified in the articles.
(4) A reduction in directors' terms of office does not shorten an incumbent director's term.
(5) Except as provided in the articles or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.
(6) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, appointed, or designated and until the director's successor takes office, unless otherwise provided in the articles or bylaws.
[ 2021 c 176 s 2406.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Terms of directors, generally.


title: RCW 24.03A.520

text:
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.
[ 2021 c 176 s 2407.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Staggered terms for directors.


title: RCW 24.03A.525

text:
(1) A director may resign at any time by delivering an executed notice in the form of a record to the president, the secretary of the corporation, or another officer designated for that purpose in the articles or bylaws. A director may also resign by giving oral notice to the board at a meeting of the board.
(2) A resignation is effective when the notice is delivered unless the notice specifies a later effective time.
(3) If the resignation of a director of a charitable corporation results in the charitable corporation having no directors in office, then the resigning director shall notify the attorney general that the charitable corporation has no directors in office. Such notice must be in the form of a record delivered to the attorney general within ten calendar days after the effective date of the director's resignation.
[ 2021 c 176 s 2408.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Resignation of director.


title: RCW 24.03A.530

text:
(1) Removal of directors of a membership corporation is subject to the following provisions:
(a) The members may remove, with or without cause, one or more directors who have been elected by the members, unless the articles or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal.
(b) The board of a membership corporation may not remove a director who has been elected by the members except as provided in subsection (5) of this section or in the articles or bylaws.
(c) The directors may remove, with or without cause, one or more directors who have been elected by the directors, unless the articles or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal.
(d) Except as provided in the articles or bylaws, if a director is elected by a voting group of members, or by a chapter or other organizational unit, or by a region or other geographic grouping, then only the members of that voting group or chapter, unit, region, or grouping may participate in the vote to remove the director.
(e) The notice of a meeting of members at which removal of a director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
(2) The board may remove a director of a nonmembership corporation who was elected by the directors:
(a) With or without cause, unless the articles or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal;
(b) A nonprofit corporation shall give notice of any meeting of directors at which removal of a director is to be considered in accordance with the articles or bylaws governing notice for special meetings, but in no event less than forty-eight hours before the meeting. Such notice shall state that the purpose, or one of the purposes, of the meeting is removal of a director;
(c) As provided in subsection (5) of this section.
(3) A director who is designated by name in the articles or bylaws may be removed by an amendment to the articles or bylaws deleting or changing the designation.
(4) Except as provided in the articles or bylaws, a director who is appointed by persons other than the members or the directors may be removed with or without cause only by those persons.
(5) Notwithstanding anything else to the contrary in this section or the articles or bylaws, the board of a membership corporation or nonmembership corporation may remove a director:
(a) Who has been appointed a guardian under RCW 11.130.185 or 11.130.265;
(b) Who has been appointed a conservator under RCW 11.130.360;
(c) Who is subject to a written certification by his or her attending physician that in the physician's opinion the director is substantially unable to manage his or her financial resources or resist fraud or undue influence;
(d) Who has been convicted of a felony;
(e) Who has been found by a final order of any court of competent jurisdiction to have breached a duty as a director under RCW 24.03A.495;
(f) Who has missed the number of board meetings specified in the articles or bylaws, if the articles or bylaws at the beginning of the director's current term provided that a director may be removed for missing the specified number of board meetings; or
(g) Who does not satisfy any of the qualifications for directors set forth in the articles or bylaws at the beginning of the director's current term, if the decision that the director fails to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications.
(6) Notwithstanding anything else to the contrary in this section or the articles or bylaws, the board of a charitable corporation that is a membership corporation or a nonmembership corporation may remove a director if the director's continued service would cause the charitable corporation to be prohibited from soliciting charitable funds under RCW 19.09.100(13).
[ 2021 c 176 s 2409.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Removal of directors.


title: RCW 24.03A.535

text:
(1) Except as provided in subsection (2) of this section, the articles, or the bylaws, if a vacancy occurs on the board, including a vacancy resulting from an increase in the number of directors, then the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum. For purposes of RCW 24.03A.530, any director so elected is deemed to have been elected by the members, voting group, or persons who would elect that director at a regular election.
(2) Except as provided in the articles or bylaws, a vacancy in the position of a director who is:
(a) Appointed by persons other than the members, may be filled only by those persons; or
(b) Designated by name in the articles or bylaws, may not be filled by action of the board.
(3) A vacancy that will occur at a specific later time, by reason of a resignation effective at a later time under RCW 24.03A.525(2), or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(4) If no directors remain in office, and there are no members with the right to elect directors, then the attorney general has the power to appoint one or more directors selected for their interest and ability to carry out the purposes of the corporation, unless the articles or bylaws provide a different method for electing, appointing, or designating at least one director.
[ 2021 c 176 s 2410.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Vacancy on board of directors.


title: RCW 24.03A.540

text:
(1) A director of a nonprofit corporation is not liable to the nonprofit corporation for any action taken, or any failure to take any action, as a director, except as provided in subsection (2) or (3) of this section or in the articles or bylaws.
(2) Notwithstanding any provision to the contrary in the articles or bylaws, a director is liable to the corporation for:
(a) The value of any benefit in cash, other property, or services received by the director to which the director is not legally entitled; or
(b) Intentional misconduct or a knowing violation of law, including but not limited to criminal law or this chapter, by the director.
(3) A director is liable to the corporation for a violation of any additional standard of conduct specified in the nonprofit corporation's articles as an exception to the limitation on [the] director's liability.
(4) A director of a nonprofit corporation is not liable to any member of the nonprofit corporation for any action taken, or any failure to take action, as a director, except as provided in subsection (5) of this section.
(5) A director is liable to a member of the corporation only for:
(a) A knowing infliction of harm upon the member; or
(b) An intentional violation of criminal law or this chapter that results in harm or loss to the member.
(6) The party seeking to establish the director's liability to the corporation or any member of the corporation:
(a) For money damages, also has the burden of establishing that:
(i) Harm to the nonprofit corporation or its members has been suffered; and
(ii) The harm suffered was proximately caused by the director's challenged conduct; or
(b) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, also has whatever burden of persuasion may be called for to establish that the payment sought is appropriate in the circumstances; or
(c) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, also has whatever burden of persuasion may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
(7) Nothing contained in this section:
(a) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the nonprofit corporation under RCW 24.03A.615(1)(c), alters the burden of proving the fact or lack of fairness otherwise applicable;
(b) Alters the fact or lack of liability of a director to the nonprofit corporation under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under RCW 24.03A.610, a conflicting interest transaction under RCW 24.03A.615, or taking advantage of a business opportunity under RCW 24.03A.620;
(c) Affects any rights to which the corporation or a director or member may be entitled under another statute of this state or the United States; or
(d) Affects the authority of the attorney general to take any action against a director under this chapter or other applicable Washington state law.
[ 2021 c 176 s 2411.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Liability of directors.


title: RCW 24.03A.545

text:
Unless the articles or bylaws provide otherwise, the board may fix the compensation of directors.
[ 2021 c 176 s 2412.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Compensation of directors.


title: RCW 24.03A.550

text:
(1) The board may hold regular or special meetings in or out of this state.
(2) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, one or more means of remote communication through which all of the directors may simultaneously participate with each other during the meeting. A director participating in a meeting by this means is considered present in person at the meeting. For any meeting at which one or more directors may participate by means of remote communication, notice of the meeting must be delivered to each director by a means which the director has authorized and provide complete instructions for participating in the meeting by remote communication.
[ 2021 c 176 s 2501.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Meetings of the board.


title: RCW 24.03A.555

text:
(1) Regular meetings of the board may be held with or without notice as prescribed in the articles or bylaws, unless notice is required by RCW 24.03A.530(2) or other provisions of this chapter.
(2) Unless the articles or bylaws provide for a longer or shorter period, special meetings of the board must be preceded by at least forty-eight hours' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting, except as required by RCW 24.03A.530(2), other provisions of this chapter, or the articles or bylaws.
(3) Unless the articles or bylaws provide otherwise, the president, the secretary, or twenty percent of the directors then in office may call and give, or cause to be given, notice of a meeting of the board.
(4) Oral notice of meetings of the board may be given, unless oral notice is not permitted by a corporation's articles or bylaws.
[ 2021 c 176 s 2502.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Notice of board meetings.


title: RCW 24.03A.560

text:
(1) A director may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in the form of a record, executed by the director entitled to the notice, and filed with the minutes or corporate records.
(2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
[ 2021 c 176 s 2503.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Waiver of notice.


title: RCW 24.03A.565

text:
(1) Except as provided in subsection (2) or (3) of this section, the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins.
(2) The articles or bylaws may authorize a quorum of the board to consist of no fewer than one-third of the number of directors in office.
(3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age.
(4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter.
(5) No proxy for a director, however appointed, may:
(a) Participate in any vote of the board or of any board committee;
(b) Be counted for the purpose of determining whether a quorum is present at a meeting; or
(c) Execute any written consent on behalf of the director.
(6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting;
(b) The director dissents or abstains from the action; or
(c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting.
(7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
[ 2021 c 176 s 2504.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Board quorum and voting requirements.


title: RCW 24.03A.570

text:
(1) Unless the articles or bylaws prohibit action without a meeting, action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation.
(2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where:
(a) The board has determined that:
(i) The corporation is entering into the transaction for its own benefit; and
(ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent;
(b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and
(c) All of the noninterested directors approve the action.
(3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors.
(4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.
[ 2021 c 176 s 2505.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Action without meeting by unanimous written consent.


title: RCW 24.03A.575

text:
(1) Unless this chapter, the articles, or the bylaws provide otherwise, a board may create one or more committees of the board that consist of one or more directors. A committee of the board shall not include as voting members persons who are not directors, except:
(a) As provided in Title 48 RCW or the regulations promulgated thereunder;
(b) If the only powers delegated to the committee are those necessary for the committee to serve in any fiduciary capacity with respect to one or more employee benefit plans established under the federal employee retirement income security act of 1974, or any successor statute; or
(c) Unless without the inclusion of persons who are not directors it is impossible or impracticable for the corporation to comply with applicable law other than this chapter.
(2) Unless this chapter otherwise provides, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of:
(a) A majority of all the directors in office when the action is taken; or
(b) The number of directors required by the articles or bylaws to take action under RCW 24.03A.565.
(3) RCW 24.03A.550 through 24.03A.570 apply to both committees of the board and their members to the greatest practicable extent.
(4) To the extent specified by the board or in the articles or bylaws, each committee of the board may exercise the powers of the board granted through RCW 24.03A.490(2), except as limited by subsection (5) of this section.
(5) A committee of the board may not:
(a) Authorize distributions;
(b) Adopt, amend, alter, or repeal bylaws;
(c) In the case of a membership corporation, approve or propose to members action that must be approved by members under the articles or bylaws;
(d) Elect, appoint, or remove any member of any committee of the board or any director or officer of the corporation;
(e) Amend the articles;
(f) Adopt a plan of merger with another corporation;
(g) Adopt a plan of domestication, for-profit conversion, or entity conversion;
(h) Authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business;
(i) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor;
(j) Adopt a plan for the distribution of the assets of the corporation; or
(k) Amend, alter, or repeal any resolution of the board, unless the resolution provides by its terms that it may be amended, altered, or repealed by a committee.
(6) The creation of, delegation of authority to, or action by a committee of the board does not alone constitute compliance by a director with the standards of conduct described in RCW 24.03A.495.
(7) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors or meet the qualification requirements for directors. The board shall not delegate any of its authority to an advisory committee. An advisory committee:
(a) Is not a committee of the board; and
(b) May not exercise any of the powers of the board.
[ 2025 c 4 s 6; 2021 c 176 s 2506.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Board and advisory committees.


title: RCW 24.03A.580

text:
Unless otherwise provided in the articles or bylaws, meetings of the board or any committee held by remote communication must follow the provisions of RCW 24.03A.550 through 24.03A.575 to the greatest practicable extent.
[ 2021 c 176 s 2507.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Procedure for remote meetings.


title: RCW 24.03A.585

text:
(1) The officers of a nonprofit corporation consist of a president, secretary, and treasurer, and other officers as may be authorized by the articles, the bylaws, or the board.
(2) Unless the articles or bylaws provide otherwise, the board shall elect or appoint all officers annually, and officers shall serve until their respective successors have been elected or appointed or until their earlier removal or resignation.
(3) The same individual may simultaneously hold more than one office in a nonprofit corporation, except that the same individual may not hold the offices of president and secretary.
(4) Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board or by direction of an officer authorized by the board to prescribe the duties of other officers.
[ 2021 c 176 s 2601.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Officers—Duties.


title: RCW 24.03A.590

text:
(1) An officer with discretionary authority shall discharge his or her duties under that authority:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the officer reasonably believes to be in the best interests of the corporation.
(2) The duty of an officer includes the obligation to convey to his or her superior officer, the board, a board committee, or another appropriate person within the nonprofit corporation:
(a) Information about the affairs of the nonprofit corporation within the scope of the officer's functions, and known to the officer to be material to the superior officer, board, or committee thereof; and
(b) Information regarding any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, director, employee, agent, or vendor of the corporation, that the officer believes has occurred or is likely to occur.
(3) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:
(i) Within the particular person's professional or expert competence; or
(ii) As to which the particular person merits confidence.
(4) An officer is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
[ 2021 c 176 s 2602.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Standards of conduct for officers.


title: RCW 24.03A.595

text:
(1) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, then the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(2) Except as provided in the articles or bylaws, an officer may be removed at any time with or without cause by:
(a) The board;
(b) The officer who appointed the officer being removed, unless the board provides otherwise; or
(c) Any other officer authorized by the articles, the bylaws, or the board to remove the officer being removed.
(3) In this section, "appointing officer" means the officer, including any successor to that officer who appointed the officer resigning or being removed.
[ 2021 c 176 s 2603.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Resignation and removal of officers.


title: RCW 24.03A.600

text:
(1) The appointment or election of an officer does not itself create contract rights.
(2) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
[ 2021 c 176 s 2604.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Contract rights of officers.


title: RCW 24.03A.605

text:
(1) A nonprofit corporation may not lend money to, advance credit to, or guarantee the obligation of a director or officer of the corporation.
(2) Subsection (1) of this section does not apply to:
(a) An advance to pay reimbursable expenses reasonably expected to be incurred within a time period that is reasonable under the circumstances by a director or officer;
(b) Advances pursuant to RCW 24.03A.630;
(c) Loans or advances pursuant to employee benefit plans; or
(d) A loan to pay reasonable relocation expenses of an officer.
(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(4) The directors who vote for or assent to any loan, advance, or guarantee in violation of subsection (1) of this section, and any officer materially participating in the making of such a loan, advance, or guarantee, are personally liable on a joint and several basis to the nonprofit corporation on the loan, advance, or guarantee. Liability under this subsection terminates upon the repayment of any funds advanced by the nonprofit corporation in violation of subsection (1) of this section or, if no funds have been advanced under a guarantee, upon the termination of the guarantee.
(5) A director or officer held liable under subsection (4) of this section for any unlawful loan or guarantee is entitled to contribution from every other director or officer who could be held liable under subsection (4) of this section for the unlawful loan or guarantee.
(6) A proceeding to enforce contribution or recoupment under subsection (5) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (4) of this section.
[ 2021 c 176 s 2701.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Loans or guarantees.


title: RCW 24.03A.610

text:
(1) A director or officer is personally liable to the nonprofit corporation for the amount of any distribution that exceeds the amount the corporation could have distributed without violating RCW 24.03A.155 if:
(a) The nature or amount of the distribution was material to the interests of the corporation for any reason under all of the facts and circumstances including, but not limited to, federal excise tax liability or federal tax penalties imposed on the corporation as a result of the distribution;
(b) The director or officer voted for or assented to that distribution as a director, or participated beyond the level of a ministerial function in making that distribution as an officer; and
(c) The party asserting liability establishes that, when taking the action, the director or officer violated the standard of conduct set forth in subsection (2) of this section.
(2) A director or officer may be held liable under this section:
(a) For a distribution by a charitable corporation, or a distribution of assets held for charitable purposes, if the director did not comply with RCW 24.03A.495 or the officer did not comply with RCW 24.03A.590; or
(b) If the conduct of the director or officer with respect to the distribution constitutes gross negligence.
(3) A director or officer held liable under this section for an unlawful distribution is entitled to:
(a) Contribution from every other director or officer who could be held liable under this section for the unlawful distribution; and
(b) Recoupment from each person of the pro rata portion of the amount of the unlawful distribution the person received:
(i) Whether or not the person knew the distribution was made in violation of this chapter, for a distribution by a charitable corporation or of property held for charitable purposes; or
(ii) Knowing the distribution was made in violation of this chapter, for a distribution of property not held for charitable purposes.
(4) A proceeding to enforce:
(a) The liability of a director or officer under this section is barred, unless it is commenced within three years after the date on which the distribution was made; or
(b) Contribution or recoupment under subsection (3) of this section is barred, unless it is commenced within one year after the liability of the claimant under this section has been finally adjudicated.
[ 2021 c 176 s 2702.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Liability for unlawful distributions.


title: RCW 24.03A.615

text:
(1) A contract or transaction between a nonprofit corporation and one or more of its members, directors, or officers; or between a nonprofit corporation and any other entity in which one or more of its directors or officers are directors or officers, hold a similar position, or have a financial interest is not void or voidable solely for that reason, or solely because the member, director, or officer is present at or participates in the meeting of the board that authorizes the contract or transaction or solely because his or her or their votes are counted for that purpose, if:
(a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board and the board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
(b) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or
(c) The contract or transaction is fair as to the corporation as of the time the board or the members authorize, approve, or ratify the transaction.
(2) Interested directors or directors holding a similar position in the other entity involved in a contract or transaction specified in subsection (1) of this section may be counted in determining the presence of a quorum at a meeting of the board that authorizes the contract or transaction.
(3) This section is applicable except as provided in the articles or bylaws.
[ 2021 c 176 s 2703.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.


title: RCW 24.03A.620

text:
(1) The taking advantage, directly or indirectly, by a director or officer of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director or officer, in a proceeding by or in the right of the nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director or officer brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RCW 24.03A.615, as if the decision being made concerned a conflicting interest transaction.
(2) In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1) of this section before taking advantage of the opportunity does not support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
[ 2021 c 176 s 2704.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Business opportunities.


title: RCW 24.03A.625

text:
(1) The court may remove a director or officer from office in a proceeding commenced by or in the right of the corporation if the court finds that:
(a) The director or officer engaged in fraudulent conduct with respect to the corporation or its members, knowingly inflicted harm on the corporation, or engaged in acts or omissions constituting gross negligence with respect to the director's or officer's duties; and
(b) Considering the course of conduct of the director or officer and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(2) An action under this section may be commenced by a member, individual director, or delegate. The attorney general may also commence an action under this section if the corporation holds property for charitable purposes.
(3) The court, in addition to removing the director or officer, may bar the director or officer from being reelected, redesignated, or reappointed as a director, an officer, or both for a period prescribed by the court.
(4) Nothing in this section limits the equitable powers of the court to order other relief.
(5) If a proceeding is commenced under this section to remove a director or officer of a charitable corporation, then the plaintiff shall give the attorney general notice in the form of a record of the commencement of the proceeding.
[ 2021 c 176 s 2705.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Removal by judicial proceeding.


title: RCW 24.03A.630

text:
The provisions of RCW 23B.08.500 through 23B.08.603, or their successors, apply to any corporation to which this chapter applies. For purposes of this chapter:
(1) All references in those provisions to shares of a corporation are deemed to refer to membership interests in the nonprofit corporation.
(2) All references in those provisions to shareholders are deemed to refer to members of the nonprofit corporation.
(3) All references in those provisions to a shareholders meeting are deemed to refer to a meeting of the members of the nonprofit corporation.
(4) All references in those provisions to transactions from which directors or officers will personally receive a benefit to which they are not entitled are deemed to include transactions approved or implemented by a director or officer knowing them to be in violation of RCW 24.03A.155.
(5) This section does not limit a nonprofit corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
[ 2021 c 176 s 2706.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Indemnification and advance for expenses.


title: RCW 24.03A.635

text:
No director or officer of a corporation who is under 18 years of age shall have authority to execute any document on behalf of the corporation, or otherwise to bind the corporation with respect to any other party, without the written concurrence of one or more other directors or officers of the corporation who are at least 18 years of age and would, between them, have independent authority to execute the same document or to bind the corporation in the same way.
[ 2021 c 176 s 2707.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Directors and officers under 18 years of age.


title: RCW 24.03A.640

text:
(1) A nonprofit corporation may amend its articles of incorporation, from time to time, so long as its articles as amended contain only provisions that are lawful under this chapter.
(2) Amendments to the articles of a charitable corporation to include one or more purposes of the corporation substantially different from the corporation's purposes before the amendment are subject to the reporting requirement set out in RCW 24.03A.075.
[ 2021 c 176 s 3101.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Authority to amend.


title: RCW 24.03A.645

text:
(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation's articles by the vote of a majority of the directors in office.
(2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.
(3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to:
(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) Delete the names and addresses of the initial directors;
(c) Notwithstanding RCW 24.03A.100(1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and
(d) Restate without change all of the then operative provisions of the articles.
[ 2021 c 176 s 3102.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Amendment of articles by nonmembership corporation.


title: RCW 24.03A.650

text:
If a membership corporation has not yet admitted members, then its board may adopt one or more amendments to the articles.
[ 2021 c 176 s 3103.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Amendment before admission of members.


title: RCW 24.03A.655

text:
(1) An amendment to the articles of a membership corporation must be adopted in the following manner:
(a) Except as provided in (e) of this subsection, a proposed amendment must be adopted by the board.
(b) Except as provided in RCW 24.03A.670 and 24.03A.675, a proposed amendment must be submitted to the members entitled to vote on the amendment, if any, for their approval.
(c) The board shall deliver to all members a recommendation that the members approve an amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board shall deliver to the members the basis for that determination.
(d) The board may condition its submission of an amendment to the members on any basis. Such a condition is in addition to any approval requirements set forth in the corporation's articles or bylaws or in this chapter.
(e) If the articles or bylaws so permit, an amendment may be proposed by ten percent or more of the members entitled to vote on the amendment, or by a greater number of members if the articles or bylaws so specify. The provisions of (a), (c), and (d) of this subsection do not apply to an amendment proposed by the members under this subsection.
(f) If an amendment is required to be approved by the members, including under (e) of this subsection, and the approval is to be given at a meeting, then the corporation shall give notice to each member, whether or not entitled to vote on the amendment, of the meeting of members at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy or summary of the amendment. If a summary is provided in lieu of a copy of the amendment, then a copy must be available to members upon request and the notice shall state that fact.
(g) At a meeting described in (f) of this subsection, those members entitled to vote on the amendment may:
(i) Approve or reject the amendment exactly as provided or summarized in the notice of the meeting; or
(ii) Approve revisions to the amendment at the meeting, if the subject matter of the revisions is within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting.
(h) The board shall determine whether the subject matter of any revisions approved by members remains within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting. If the board determines that the revisions approved by the members are not within that scope, then the amendment is deemed rejected by the membership. If the board determines that the revisions by members are within scope, then the board may:
(i) Accept the amendment incorporating the revisions approved by the members; or
(ii) Propose a further revised amendment to the members for approval.
This process may continue until an amendment acceptable to the board has been approved by the members. If successive votes take place at the same meeting of members, then no further notices or meetings are required.
(i) Unless the articles or bylaws, or the board acting pursuant to (d) of this subsection, requires a greater vote or a greater number of votes to be present, the approval of an amendment by the members entitled to vote thereon requires the approval of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the amendment, the approval of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present.
(j) Except as provided in subsection (2) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.
(k) If a membership corporation has no members entitled to vote on the amendment, then the corporation shall deliver notice of the approval of the amendment by the board to all members of the corporation at least five days before filing articles of amendment or restated articles of incorporation with the secretary of state.
(2) Unless the articles provide otherwise, the board of a membership corporation may adopt amendments to the corporation's articles without approval of the members to:
(a) Delete the names and addresses of the initial directors;
(b) Notwithstanding RCW 24.03A.100(2), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; or
(c) Restate without change all of the then operative provisions of the articles.
[ 2021 c 176 s 3104.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Amendment after admission of members.


title: RCW 24.03A.660

text:
(1) If a nonprofit corporation has more than one class of members entitled to vote on an amendment to the articles, then the articles or bylaws may provide that the members of each class entitled to vote on the amendment are entitled to vote as a separate voting group if the amendment would change the rights, powers, preferences, or limitations of the class.
(2) If a class of members will be divided into two or more classes by an amendment to the articles, then the amendment must be approved by a majority of the members of each class that will be created.
[ 2021 c 176 s 3105.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Voting on amendments by voting groups.


title: RCW 24.03A.665

text:
After an amendment to the articles has been adopted and approved in the manner required by RCW 24.03A.640 through 24.03A.705 and by the articles, the nonprofit corporation shall deliver to the secretary of state for filing articles of amendment, which must be executed by an officer or other authorized representative and set forth:
(1) The name of the corporation;
(2) The text of the amendment adopted;
(3) The date of the amendment's adoption; and
(4) If the amendment:
(a) Was adopted by the board without member approval, a statement that the amendment was adopted by the board of directors, and that member approval was not required; or
(b) Required approval by the members, a statement that the amendment was approved by the members in the manner required by this chapter and by the articles and bylaws.
[ 2021 c 176 s 3106.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Articles of amendment.


title: RCW 24.03A.670

text:
(1) The board of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change.
(2) A restatement of the articles may include one or more amendments to the articles. If restated articles of incorporation of a nonmembership corporation include one or more new amendments, then these amendments must have been adopted and approved as provided in RCW 24.03A.645. If restated articles of incorporation of a membership corporation include one or more new amendments that require member approval, then the amendments must have been adopted and approved as provided in RCW 24.03A.650 or 24.03A.655, as appropriate.
(3) A nonprofit corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the nonprofit corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) If the restatement does not include any amendments to the articles, a statement of that fact;
(b) If the restatement contains one or more amendments to the articles, the information required by RCW 24.03A.665 (1) through (4).
(4) The articles of restatement and the certificate must be executed by an officer or other authorized representative.
(5) Duly adopted restated articles of incorporation supersede the original articles and all amendments thereto.
(6) The secretary of state shall certify restated articles of incorporation as the articles currently in effect.
[ 2021 c 176 s 3107.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Restated articles of incorporation.


title: RCW 24.03A.675

text:
(1) A nonprofit corporation's articles of incorporation may be amended without action by the board or the members to carry out a plan of reorganization ordered or decreed by any court of competent jurisdiction in a proceeding relating to the corporation.
(2) An individual designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court's order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was entered; and
(e) A statement that the court had jurisdiction of the proceeding.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
[ 2021 c 176 s 3108.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Amendment of articles pursuant to reorganization.


title: RCW 24.03A.680

text:
Unless a delayed effective date is specified, articles of amendment or restated articles of incorporation become effective on the date the articles of amendment or restated articles of incorporation are filed by the secretary of state.
[ 2021 c 176 s 3109.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Effective date.


title: RCW 24.03A.685

text:
(1) Except as provided in subsection (2) of this section, an amendment to the articles does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(2) No amendment to the articles shall modify any restriction imposed through any means upon property held for charitable purposes unless, before the delivery of the amendment to the secretary of state for filing, the restriction is modified:
(a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or
(b) In the case of any other restriction, pursuant to RCW 24.03A.190.
(3) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the articles unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.
[ 2021 c 176 s 3110.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Effect of articles of amendment.


title: RCW 24.03A.690

text:
The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.
[ 2021 c 176 s 3111.]
Notes:
Effective date—2021 c 176: See note following RCW 24.03A.005.

catchline: Power to amend bylaws.