Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

(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 determin…

(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 pers…

(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, m…

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—2…

(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 boa…

(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 …

(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 ev…

(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 …

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.

(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 mean…

(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 meeti…

(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…

(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…

(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…

(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…

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 no…

(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 annua…

(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…

(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 …

(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,…

(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…

(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 inter…

(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 h…

(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 nonpr…

(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 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 nonp…

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 …

(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 …

(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 und…

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.

(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 m…

(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 amen…

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 offic…

(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 o…

(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 designat…

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—202…

(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 membe…

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.

(1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws:(a) That would eliminate any existing right, power,…

(1) No amendment to the bylaws shall modify any restriction imposed through any means upon property held for charitable purposes unless, before or simultaneously with the adoption of the bylaws amendment, the restriction is modified:(a) In the case of a restriction imposed pursua…

(1) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board or members.(2) The articles or bylaws may require that an amendment to the bylaws be approved in …

The definitions in this section apply throughout this section and RCW 24.03A.715 through 24.03A.750 unless the context clearly requires otherwise.(1) "Eligible interests" means interests or shares.(2) "Interests" means either or both of the following rights under the organic law …

(1) In a merger under RCW 24.03A.710 through 24.03A.750, property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes.(2) The survivor of any merger under RCW 24.03A.710 through 24.03A.750 remains bound by any restriction imposed t…

A person who is a member, director, officer, interest holder, or otherwise affiliated with a charitable corporation or any other eligible entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a merger governed by RCW 24.03A.710…

(1) A charitable corporation may merge only with:(a) Another charitable corporation;(b) A foreign corporation that, if it were a domestic corporation, would qualify under this chapter as a charitable corporation; or(c) A foreign or domestic for-profit or nonprofit corporation, or…

(1) Subject to the restrictions in RCW 24.03A.715 through 24.03A.725, one or more domestic nonprofit corporations may merge with one or more domestic or foreign nonprofit corporations or eligible entities pursuant to a plan of merger or two or more foreign nonprofit corporations …

In the case of a nonprofit corporation that is a party to a merger:(1) The plan of merger must be adopted by the board.(2) Except as provided in subsection (9) of this section, RCW 24.03A.730, or the articles or bylaws, after adopting the plan of merger, the board shall submit th…

(1) After a plan of merger has been adopted and approved as required by RCW 24.03A.710 through 24.03A.750, articles of merger must be executed on behalf of each party to the merger by an officer or other authorized representative of the party. The articles of merger shall set for…

(1) Subject to RCW 24.03A.715 and 24.03A.720, if the surviving entity is a domestic nonprofit corporation when a merger becomes effective:(a) The domestic nonprofit corporation that is designated in the plan of merger as the surviving corporation continues or comes into existence…

(1) Unless otherwise provided in a plan of merger or in the organic law of a foreign nonprofit corporation or a domestic or foreign eligible entity that is a party to a merger, after the plan has been adopted and approved as required by RCW 24.03A.710 through 24.03A.750, and at a…