Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

As used in this chapter, unless the context otherwise requires, the term:(1) "An officer of the corporation" means, in connection with the execution of documents submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of …

The provisions of this chapter relating to domestic corporations shall apply to:(1) All corporations organized hereunder; and(2) All corporations which were heretofore organized under any act repealed by the Washington nonprofit corporation act and which are not organized for a p…

Corporations may be organized under this chapter for any lawful purpose including but not limited to mutual, social, cooperative, fraternal, beneficial, service, labor organization, and other purposes; but excluding purposes which by law are restricted to corporations organized u…

One or more individuals, partnerships, corporations or governmental bodies or agencies may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.[ 1982 c 35 s 119; 1969 ex.s. c 120 s 4.]Notes:Intent—Severability—Effec…

The articles of incorporation shall set forth:(1) The name of the corporation.(2) The period of duration, which may be perpetual or for a stated number of years.(3) The purpose or purposes for which the corporation is organized.(4) The qualifications and the rights and responsibi…

Each corporation shall have power:(1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation.(2) To sue and be sued, complain and defend, in its corporate name.(3) To have a corporate seal which may be alt…

(1) In addition to any other rights and powers granted under this chapter, any mutual or miscellaneous corporation that was organized under this chapter prior to June 10, 2004, and conducts its business on a cooperative basis is entitled, by means of an express election contained…

(1) A corporation subject to the provisions of this chapter shall not engage in any business, trade, a vocation or profession for profit: PROVIDED, That nothing contained herein shall be construed to forbid such a corporation from accumulating reserve, equity, surplus or other fu…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of c…

See RCW 23B.17.030.

The corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.[ 2015 c 176 s 4103; 1998 c 102 s 4; 1995 c 337 s 22; 1994 c 211 s 1307; 1987 c 55 s 41; 1982 c 35 s 121; 1973 c 113 s 1; 1969 ex.s. c 120 s 9.]Notes:Effective date—Contingent effective date—20…

The exclusive right to the use of a corporate name may be reserved in accordance with RCW 23.95.310.[ 2015 c 176 s 4104; 1993 c 356 s 13; 1982 c 35 s 122.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Effective date—1993 c 356: "This …

Any corporation, organized and existing under the laws of any state or territory of the United States[,] may register its corporate name in accordance with RCW 23.95.315.[ 2015 c 176 s 4105; 1994 c 211 s 1308; 1993 c 356 s 14; 1987 c 55 s 42; 1982 c 35 s 123.]Notes:Effective date…

A corporation[,] which has in effect a registration of its corporate name, may renew such registration in accordance with RCW 23.95.315.[ 2015 c 176 s 4106; 1982 c 35 s 124.]Notes:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Intent—Severab…

Each domestic corporation and foreign corporation authorized to do business in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.[ 2015 c 176 s 4107; 2009 c 202 s 2; 1993 c 356 s 15; 1982 c 35 s 125;…

A corporation may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430.Any registered agent of a corporation may resign as agent by delivering to the secretary of state for filing a statement of resi…

Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450.[ 2015 c 176 s 4109; 1982 c 35 s 127; 1969 ex.s. c 120 s 12.]Notes:Effective date—Contingent effective date—2015 c 176: See note fo…

A corporation may have one or more classes of members. The designation of such class or classes, the manner of election, appointment or admission to membership, and the qualifications, responsibilities and rights of the members of each class shall be set forth in the articles of …

(1) Each corporation which is organized with capital stock shall have the power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value …

(1) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board of directors.(2) Shares without par value shall be issued for such consideration expressed in dollars as …

The shares of a corporation shall be represented by certificates signed by the president or vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the president or…

A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such shares other than the obligation to pay to the corporation the full consideration for which such shares were issued or to be issued.Any perso…

The preemptive right of a shareholder to acquire unissued shares of a corporation may be limited or denied to the extent provided in the articles of incorporation.[ 1969 ex.s. c 120 s 18.]

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may co…

Meetings of members and/or shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.An annual meeting o…

Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice given by electronic transmission, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the …

The right of a class or classes of members or shareholders to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member and each outstanding share of each class shall be entitled to one vot…

The articles of incorporation or the bylaws may provide the number or percentage of votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy, which shall constitute a quorum at meetings of shareholders or members. Howeve…

A class of members or shareholders shall be entitled to vote as a class upon any proposition, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the proposition would increase or decrease the rights, qualifications, limitations, respons…

The affairs of the corporation shall be managed by a board of directors. Directors need not be residents of this state or members or shareholders of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may pres…

The number of directors of a corporation shall be not less than three and shall be fixed by the bylaws: PROVIDED, That the number of the first board of directors shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to ti…

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall…

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles…

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of one or more directors, which committees, to the exten…

Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a…

(1) A director shall discharge the duties of a director, including duties as a member of a committee, and an officer with discretionary authority shall discharge the officer's duties under that authority:(a) In good faith;(b) With the care an ordinarily prudent person in a like p…

The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such ter…

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office …

No loans exceeding or more favorable than those which are customarily made to members or shareholders shall be made by a corporation to its directors or officers. The directors of a corporation who vote for or assent to the making of a loan in violation of this section to a direc…

Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions preceden…

After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the incorporators, for the purpose of adopting bylaws, …

A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter. A member or shareholder of a corporation does …

Amendments to the articles of incorporation shall be made in the following manner:A corporation's board of directors may amend the articles of incorporation to change the name of the corporation, without seeking member or shareholder approval. With respect to amendments other tha…

The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth:(1) The name of the corporation.(2) Any amendment so adopted.(3) If an amendment was adopted by the board of directors without being submitt…

The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 s 4110; 1982 c 35 s 131; 1981 c 302 s 7; 1969 ex.s. c 120 s 40.]Notes:Effective date—Contingent effective date—2015 c 176: See note fol…

Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly.No amendment shall affect any existing cause of action in favor of…

A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors.Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its office…

Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.Each corporation shall adopt a plan of merger setting forth:(1) The names of the corporations proposing to merge, and the nam…

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.Each corporation shall adopt a plan of consolidation setting forth:(1) The names of the corporations proposing to conso…

A plan of merger or consolidation shall be adopted in the following manner:The board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an a…