Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

(1) If, after a hearing, the court determines that one or more grounds for judicial dissolution described in RCW 24.03A.936 exist, then it may enter a decree dissolving the nonprofit corporation and specifying the effective date of the dissolution, and the clerk of the court shal…

(1) Every notice to the attorney general required under this chapter must be served upon the attorney general. Service upon the attorney general must be via United States mail, postage prepaid, or by other means as authorized by the attorney general.(2) Every notice to the attorn…

The attorney general may commence in the court described in RCW 24.03A.025 any action or proceeding to:(1) Ensure compliance by a nonprofit corporation, or its members, directors, officers, employees, or agents, with any provision of this chapter that governs the distribution, di…

The attorney general, as of right, may intervene in any proceeding that has been commenced by a person other than the attorney general if the attorney general is otherwise authorized to bring such a proceeding under this chapter.[ 2021 c 176 s 4103.]Notes:Effective date—2021 c 17…

Upon reasonable suspicion that there has been a violation of any provision of this chapter that governs the distribution, disposition, management, or expenditure of, or reporting obligations relating to, any property held for charitable purposes, or that a charitable corporation …

(1) The attorney general may, before the institution of a civil proceeding arising from an investigation instituted under RCW 24.03A.950, execute in writing and cause to be served upon a person a civil investigative demand requiring the person to produce documentary material and …

The attorney general shall not commence any action under RCW 24.03A.946 against a religious corporation; intervene in any action under RCW 24.03A.948 involving a religious corporation; institute any investigation under RCW 24.03A.950, the subject of which is a religious corporati…

In the enforcement of the provisions of this chapter that govern the distribution, disposition, or expenditure of, or reporting obligations relating to, property held for charitable purposes, the attorney general may accept an assurance of discontinuance of any act or practice de…

(1) Pursuant to an action by the attorney general, a person shall forfeit and pay a civil penalty of not more than five thousand dollars for each violation if such person:(a) Engages in conduct that violates any provision of this chapter governing the distribution, disposition, m…

(1) The Washington state attorney general charitable asset protection account is created in the custody of the state treasurer. Only the attorney general or the attorney general's designee may authorize expenditures from the account. Moneys in the account shall be used exclusivel…

This section and RCW 24.03A.964 and 24.03A.966 apply to, and the term "corporate action" in this section and RCW 24.03A.964 and 24.03A.966 means, any of the following actions:(1) The election, appointment, designation, or other selection and the suspension, removal, or expulsion …

(1) Where under applicable law or the articles or bylaws of a nonprofit corporation there has been a failure to hold a meeting to take corporate action and the failure has continued for thirty days after the date designated or appropriate therefor, the court may summarily order a…

(1) Except as provided in subsection (3) of this section, upon petition of a person whose status as, or whose rights or duties as, a member, delegate, director, or officer of a corporation are or may be affected by any corporate action, or, in the case of a charitable corporation…

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…