Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

The secretary of state may remove a corporation's public benefit nonprofit corporation designation if the corporation does not comply with this chapter or the internal revenue service revokes recognition of the corporation's status as an organization described in section 501(c)(3…

A foreign nonprofit corporation may not do business in this state until it registers with the secretary of state pursuant to chapter 23.95 RCW.[ 2021 c 176 s 1801.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) A foreign nonprofit corporation with a valid foreign registration statement has the same but no greater rights and has the same but no greater privileges as, and except as provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or …

(1) The name of a registered foreign nonprofit corporation, any name reserved by a registered foreign nonprofit corporation, or any alternate name adopted under RCW 23.95.525 is governed by chapter 23.95 RCW.(2) A foreign nonprofit corporation not registered to do business in thi…

(1) Each registered foreign nonprofit corporation in this state shall designate and maintain a registered agent in this state.(2) The designation and maintenance of a foreign nonprofit corporation's registered agent are governed by chapter 23.95 RCW.[ 2021 c 176 s 1804.]Notes:Eff…

(1) A registered foreign nonprofit corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent.(2) Service upon a registered foreign nonprofit corporation made by serving its registered agent, or service on the regist…

A registered foreign nonprofit corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing under RCW 23.95.530.[ 2021 c 176 s 1806.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) A registered foreign nonprofit corporation that converts to any type of domestic entity automatically is deemed to have withdrawn its registration on the effective date of the conversion.(2) A registered foreign nonprofit corporation that has dissolved and completed winding u…

A registered foreign nonprofit corporation that converts to a foreign for-profit corporation or to any form of foreign unincorporated entity that is required to register with the secretary of state to do business in this state shall deliver to the secretary of state for filing an…

(1) If a registered foreign nonprofit corporation merges into a nonregistered foreign entity or converts to a different type of foreign entity required to register to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application f…

The secretary of state may terminate the registration of a registered foreign nonprofit corporation under RCW 23.95.550:(1) For any reason set forth in RCW 23.95.550(1);(2) If the secretary of state receives a duly authenticated certificate from the secretary of state or other of…

(1) A foreign nonprofit corporation may appeal the secretary of state's termination of its registration to the superior court of Thurston county within ninety days after service of the statement of termination is perfected. The foreign nonprofit corporation shall appeal by petiti…

(1) A nonprofit corporation may have one or more classes of members or may have no members.(2) For corporations formed on or after January 1, 2022, notwithstanding anything to the contrary in the bylaws, where the articles of a nonprofit corporation do not provide that it has mem…

A person is not a member of a nonprofit corporation for purposes of any provision of this chapter unless the person meets the definition of "member" in RCW 24.03A.010, regardless of whether the corporation refers to or designates the person as a member.[ 2021 c 176 s 2102.]Notes:…

(1) The articles or bylaws of a membership corporation may establish criteria or procedures for admission of members.(2) A person may not be admitted as a member without the person's consent. Consent may be express or implied and need not be in the form of a record.(3) If a membe…

Except as provided in its articles or bylaws, a membership corporation may admit members for no consideration or for consideration determined by the board, which may take any form, including promissory notes, intangible property, or past or future services. Payment of the conside…

(1) A membership corporation that is not a charitable corporation may provide in its articles or bylaws that members, upon or after admission, shall make capital contributions. Except as provided in the articles or bylaws, the board shall fix the amount. The requirement of a capi…

(1) The members of a membership corporation have only those rights, privileges, powers, or obligations specifically given or assigned to members in the articles, the bylaws, or RCW 24.03A.450.(2) A member shall not have the right to vote on any matter unless the articles, the byl…

(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 member…

(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 …

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.

(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 r…

(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 who…

(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…

(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, i…

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 membersh…

(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) Ca…

(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…

(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 speci…

(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 …

(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 en…

(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 m…

(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 ent…

(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 fixin…

(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 art…

(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-fa…

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 followin…

(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…

(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…

(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 unde…

(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 t…

(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'…

(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 …

(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 spec…

(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 m…

(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 bal…

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…

(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,…

(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 …

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.]Not…