Title 24 — Title 24 CORPORATIONS AND ASSOCIATIONS (NONPROFIT)

This chapter may be known and cited as the Washington nonprofit corporation act.[ 2021 c 176 s 1101.]Notes:Effective date—2021 c 176: "Except for section 5204 of this act, this act takes effect January 1, 2022." [ 2021 c 176 s 6103.]

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Address," unless otherwise specified, means either a physical mailing address or an electronic address.(2) "Articles" or "articles of incorporation" means the original…

(1) Notice under this chapter must be in the form of a record unless this chapter or the articles or bylaws allow oral notice.(2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of g…

(1) Service upon a nonprofit corporation of any process, notice, or demand required or permitted by law may be made by serving the nonprofit corporation's registered agent.(2) Service upon a nonprofit corporation made by serving the nonprofit corporation's registered agent, or se…

Except as provided under federal or state law or in specific provisions of this chapter, every action arising under this chapter shall be tried in, and "the court" throughout this chapter refers to, the superior court:(1) In the county where the corporation's principal office in …

(1) This chapter applies to every domestic nonprofit corporation in existence on January 1, 2022, that was incorporated under chapter 24.03 RCW or filed a statement of election through which it elected to have chapter 24.03 RCW apply to it.(2) Any corporation or association organ…

A foreign nonprofit corporation registered as of December 31, 2021, is subject to this chapter but is not required to obtain a new statement of registration to transact business in this state.[ 2021 c 176 s 1107.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) Except as provided in subsection (2) of this section, the repeal of chapter 24.03 RCW by chapter 176, Laws of 2021 does not affect:(a) The operation of the repealed chapter or any action taken under it before its repeal;(b) Any ratification, right, remedy, privilege, obligati…

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(2) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.(3) This chapter m…

To the extent religious doctrine or canon law governing the internal affairs of a nonprofit corporation is inconsistent with this chapter, the religious doctrine or canon law controls to the extent required by the United States Constitution, the state Constitution, or both.[ 2021…

Filing of documents under this chapter by the secretary of state is governed by this chapter and chapter 23.95 RCW.[ 2021 c 176 s 1201.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must:(a) Satisfy the requirements set forth in RCW 23.95.200;(b) Contain all information required under this chapter and chapter 23.95 RCW;(c) Be executed on behalf of the dom…

Any rules governing electronic filing adopted by the secretary of state under RCW 23.95.115(2) apply to all filings required or permitted under this chapter unless such rules, this chapter, or chapter 23.95 RCW specify otherwise.[ 2021 c 176 s 1203.]Notes:Effective date—2021 c 17…

Each domestic nonprofit corporation, and each registered foreign nonprofit corporation, shall deliver to the secretary of state for filing an annual report as required under RCW 23.95.255(2).[ 2021 c 176 s 1204.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) A charitable corporation shall report any action described in subsection (2) of this section on the next annual report that the charitable corporation delivers to the secretary of state for filing under RCW 24.03A.070, except as provided in subsection (3) of this section.(2) …

The secretary of state has the powers reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter.[ 2021 c 176 s 1206.]Notes:Effective date—2021 c 1…

The secretary of state may adopt rules in accordance with chapter 34.05 RCW setting fees for any services provided by the secretary of state under this chapter.[ 2021 c 176 s 1207.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

One or more individuals may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. Individuals acting as incorporators must be at least eighteen years old.[ 2021 c 176 s 1301.]Notes:Effective date—2021 c 1…

The name or any reserved name of a nonprofit corporation is governed by chapter 23.95 RCW.[ 2021 c 176 s 1302.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) The articles of incorporation shall set forth:(a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095;(b) The name and address of the corporation's initial registered agent;(c) That the corporation is incorporated under this chapter;(d) The …

(1) Unless a delayed effective date is specified, the corporate existence begins on the date the articles are filed by the secretary of state.(2) The filing of the articles by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to …

(1) Each nonprofit corporation shall designate and maintain a registered agent in this state.(2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.[ 2021 c 176 s 1305.]Notes:Effective date—2021 c 176: See note followin…

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.[ 2021 c 176 s 1306.]Notes:Effective date—2021 c 176: See note following R…

(1) After incorporation:(a) The initial directors shall hold an organizational meeting at the call of a majority of the initial directors to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought …

(1) The board shall adopt initial bylaws for the corporation.(2) The bylaws may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles. Whenever a provision of the bylaws is inconsistent wi…

(1) Nonprofit corporations may be organized under this chapter for the purpose of engaging in any lawful activity. A nonprofit corporation may set forth a more limited purpose or purposes in its articles.(2) A charitable corporation formed on or after January 1, 2022, must be org…

(1) Unless otherwise prohibited by its articles or bylaws, a nonprofit corporation, including a charitable corporation, may modify its purposes by:(a) Amending its articles or bylaws in accordance with this chapter and with those documents; and(b) Making provision for any gift re…

Unless its articles provide otherwise, every nonprofit corporation has perpetual duration and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power to:(1) Sue and be sued, complain[,] and defend…

(1) For purposes of this section, an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited norma…

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.(2) The power of a nonprofit corporation to act may be challenged:(a) In a proceeding by the …

(1) A nonprofit corporation shall not distribute any property held for charitable purposes to its members, directors, officers, or other persons who are in a position to exercise substantial influence over the affairs of the corporation, except:(a) As permitted under RCW 24.03A.1…

A nonprofit corporation, including a charitable corporation, may pay reasonable compensation to members, directors, or officers for services rendered, or reimburse reasonable expenses incurred by members, directors, or officers in connection with services rendered.[ 2021 c 176 s …

(1) Property owned by a nonprofit corporation is held for charitable purposes if:(a) The corporation is a charitable corporation;(b) The property is subject to restrictions contained in a gift instrument that limit its use only to one or more charitable purposes; or(c) The proper…

(1) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for cash or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or …

(1) Except as provided in subsection (2) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the internal revenue code shall:(a) Distribute sufficient amounts for each taxable year at a time and in a manner so as not to subject th…

Giving a gift to a nonprofit corporation, including a charitable corporation, without a gift instrument transfers complete ownership of the gift to the nonprofit corporation. A restricted gift to a nonprofit corporation is created only by a gift instrument.[ 2021 c 176 s 1501.]No…

(1) This section distinguishes between:(a) Enforceable trusts held by a nonprofit corporation, including a charitable corporation, governed under chapter 11.110 RCW; and(b) Gift restrictions whose terms may be enforced and are subject to modification under this chapter or other a…

(1) A term of a gift instrument that binds a nonprofit corporation may be modified or released, in whole or in part:(a) If the donor consents in a record;(b) As set forth in subsection (2) of this section, if the term is unlawful, impracticable, impossible to achieve, or wasteful…

(1) If a gift instrument limits the use of the gift to one or more charitable purposes, and the conditions set forth in subsection (3) or (4) of this section are satisfied, then the gift instrument may be modified by agreement of the nonprofit corporation, the attorney general, a…

(1) Upon application by a corporation subject to a restriction related to a gift's management or investment, rather than to its charitable purpose, the court may modify the restriction if:(a) Because of circumstances not anticipated by the donor, modification will further the cha…

Modification or release of a gift restriction shall not allow a gift to be used for a purpose other than a charitable purpose.[ 2021 c 176 s 1506.]Notes:Effective date—2021 c 176: See note following RCW 24.03A.005.

(1) A nonprofit corporation shall keep permanently a copy of the following records:(a) Minutes of all meetings of its members and of its board of directors;(b) A record of all actions taken by the members and board of directors by unanimous written consent; and(c) A record of all…

(1) A member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the records the corporation is required to maintain under RCW 24.03A.210(2), if the member delivers to the corporation an exec…

(1) A member's agent or attorney has the same inspection and copying rights as the member represented.(2) The right to copy records under RCW 24.03A.215 includes, if reasonable, the right to receive copies. Copies may be provided through electronic transmission unless the member …

(1) Except as provided in the articles or bylaws of a nonprofit corporation engaged in religious activity, upon a demand in the form of a record from a member, a corporation shall furnish that member with its latest annual financial statements, which may be consolidated or combin…

(1) If a nonprofit corporation does not allow a member who complies with RCW 24.03A.215(1) to inspect and copy any records required by that subsection to be available for inspection, then the court may summarily order inspection and copying of the records demanded at the corporat…

(1) A director of a nonprofit corporation may inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but …

(1) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership lis…

(1) There is hereby established the special designation of "public benefit nonprofit corporation." A corporation may be designated as a public benefit nonprofit corporation if it meets the following requirements:(a) The corporation complies with this chapter; and(b) The corporati…

(1) The secretary of state shall develop an application process for new and existing corporations to apply for public benefit nonprofit corporation status.(2) Public benefit nonprofit corporation status must be renewed annually. The secretary of state may schedule renewals in con…