RCW 24.06.030 — Washington Code / Title 24 / Chapter 06 / Section 030
RCW 24.06.030: General powers.
Status: in_force

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 altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced. (4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, be trustee of, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated. (5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets. (6) To lend money to its employees. (7) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof. (8) To make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income. (9) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested. (10) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter, in any state, territory, district, or possession of the United States, or in any foreign country. (11) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation. (12) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation. (13) To establish and maintain reserve, equity, surplus or other funds, and to provide for the time, form and manner of distribution of such funds among members, shareholders or other persons with interests therein in accordance with the articles of incorporation. (14) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war to make donations in aid of the United States and its war activities. (15) To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such director or officer, except for acts or omissions that involve intentional misconduct or a knowing violation of law by the director or officer, or that involve a transaction from which the director or officer will personally receive a benefit in money, property, or services to which the director or officer is not legally entitled: PROVIDED, That such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of board of directors or members or shareholders, or otherwise. (16) To cease its corporate activities and surrender its corporate franchise. (17) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized and not inconsistent with the articles of incorporation or the provisions of this chapter.
RCW 24.55.045 — Washington Code / Title 24 / Chapter 55 / Section 045
RCW 24.55.045: Release or modification of restrictions on management, investment, or purpose.
Status: in_force

(1) If the donor consents in a record, an institution may release or modify, in whole or in part, a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund. A release or modification may not allow a fund to be used for a purpose other than a charitable purpose of the institution. (2) The court, upon application of an institution, may modify a restriction contained in a gift instrument regarding the management or investment of an institutional fund if the restriction has become impracticable or wasteful, if it impairs the management or investment of the fund, or if, because of circumstances not anticipated by the donor, a modification of a restriction will further the purposes of the fund. The institution shall notify the attorney general of the application, and the attorney general must be given an opportunity to be heard. To the extent practicable, any modification must be made in accordance with the donor's probable intention. (3) If a particular charitable purpose or a restriction contained in a gift instrument on the use of an institutional fund becomes unlawful, impracticable, impossible to achieve, or wasteful, the court, upon application of an institution, may modify the purpose of the fund or the restriction on the use of the fund in a manner consistent with the charitable purposes expressed in the gift instrument. The institution shall notify the attorney general of the application, and the attorney general must be given an opportunity to be heard. (4) If an institution determines that a restriction contained in a gift instrument on the management, investment, or purpose of an institutional fund is unlawful, impracticable, impossible to achieve, or wasteful, the institution, sixty days after notification to the attorney general, may release or modify the restriction, in whole or part, if: (a) The institutional fund subject to the restriction has a total value of less than seventy-five thousand dollars. On the first day of July of each year, beginning on July 1, 2011, the dollar limit provided in this subsection (4)(a) shall increase by an amount of two thousand five hundred dollars; (b) More than twenty years have elapsed since the fund was established; and (c) The institution uses the property in a manner consistent with the charitable purposes expressed in the gift instrument.
RCW 24.03A.845 — Washington Code / Title 24 / Chapter 03A / Section 845
RCW 24.03A.845: Effect of for-profit domestication and conversion.
Status: in_force

(1) When a domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation becomes effective: (a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (b) The liabilities of the corporation remain the liabilities of the corporation; (c) An action or proceeding pending against the corporation continues against the corporation as if the domestication and conversion had not occurred; (d) The articles of domestication and conversion, or the articles attached to the articles of domestication and conversion, constitute the articles of incorporation of the corporation; (e) Memberships, securities, obligations, rights to acquire memberships or securities of the corporation, or cash or other property must be issued or paid as provided pursuant to the laws of the foreign jurisdiction; (f) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the foreign for-profit corporation before or after the domestication and conversion, inures to the domestic nonprofit corporation, subject to the express terms of the will or other instrument and to applicable law of the foreign jurisdiction; and (g) The corporation is deemed to be: (i) A domestic corporation for all purposes; and (ii) The same corporation without interruption as the foreign for-profit corporation. (2) The interest holder liability of a shareholder of the foreign for-profit corporation who becomes a member of the domestic nonprofit corporation in the domestication and conversion is as follows: (a) The domestication and conversion does not discharge any interest holder liability under the laws of the foreign jurisdiction to the extent the interest holder liability arose before the effective time of the articles of domestication and conversion. (b) The member does not have interest holder liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication and conversion. (c) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the domestication and conversion had not occurred. (d) The member has whatever rights of contribution from other members are provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by (a) of this subsection, as if the domestication and conversion had not occurred. (3) A shareholder of a foreign for-profit corporation who becomes subject to interest holder liability for some or all of the debts, obligations, or liabilities of the corporation as a result of its domestication and conversion in this state has interest holder liability only for those debts, obligations, or liabilities of the corporation that arise after the effective time of the articles of domestication and conversion.
RCW 24.03A.530 — Washington Code / Title 24 / Chapter 03A / Section 530
RCW 24.03A.530: Removal of directors.
Status: in_force

(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 cause. The articles or bylaws may specify what constitutes cause for removal. (b) The board of a membership corporation may not remove a director who has been elected by the members except as provided in subsection (5) of this section or in the articles or bylaws. (c) The directors may remove, with or without cause, one or more directors who have been elected by the directors, unless the articles or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal. (d) Except as provided in the articles or bylaws, if a director is elected by a voting group of members, or by a chapter or other organizational unit, or by a region or other geographic grouping, then only the members of that voting group or chapter, unit, region, or grouping may participate in the vote to remove the director. (e) The notice of a meeting of members at which removal of a director is to be considered shall state that the purpose, or one of the purposes, of the meeting is removal of the director. (2) The board may remove a director of a nonmembership corporation who was elected by the directors: (a) With or without cause, unless the articles or bylaws provide that directors may be removed only for cause. The articles or bylaws may specify what constitutes cause for removal; (b) A nonprofit corporation shall give notice of any meeting of directors at which removal of a director is to be considered in accordance with the articles or bylaws governing notice for special meetings, but in no event less than forty-eight hours before the meeting. Such notice shall state that the purpose, or one of the purposes, of the meeting is removal of a director; (c) As provided in subsection (5) of this section. (3) A director who is designated by name in the articles or bylaws may be removed by an amendment to the articles or bylaws deleting or changing the designation. (4) Except as provided in the articles or bylaws, a director who is appointed by persons other than the members or the directors may be removed with or without cause only by those persons. (5) Notwithstanding anything else to the contrary in this section or the articles or bylaws, the board of a membership corporation or nonmembership corporation may remove a director: (a) Who has been appointed a guardian under RCW 11.130.185 or 11.130.265 ; (b) Who has been appointed a conservator under RCW 11.130.360 ; (c) Who is subject to a written certification by his or her attending physician that in the physician's opinion the director is substantially unable to manage his or her financial resources or resist fraud or undue influence; (d) Who has been convicted of a felony; (e) Who has been found by a final order of any court of competent jurisdiction to have breached a duty as a director under RCW 24.03A.495 ; (f) Who has missed the number of board meetings specified in the articles or bylaws, if the articles or bylaws at the beginning of the director's current term provided that a director may be removed for missing the specified number of board meetings; or (g) Who does not satisfy any of the qualifications for directors set forth in the articles or bylaws at the beginning of the director's current term, if the decision that the director fails to satisfy a qualification is made by the vote of a majority of the directors who meet all of the required qualifications. (6) Notwithstanding anything else to the contrary in this section or the articles or bylaws, the board of a charitable corporation that is a membership corporation or a nonmembership corporation may remove a director if the director's continued service would cause the charitable corporation to be prohibited from soliciting charitable funds under RCW 19.09.100 (13).
RCW 24.06.425 — Washington Code / Title 24 / Chapter 06 / Section 425
RCW 24.06.425: Termination of registration.
Status: in_force

The registration of a foreign corporation to conduct affairs in this state may be terminated by the secretary of state in accordance with RCW 23.95.550 .
RCW 24.36.320 — Washington Code / Title 24 / Chapter 36 / Section 320
RCW 24.36.320: Association as agent for member.
Status: in_force

An association may act as the agent or representative of any member or members in any of the two next preceding sections.
RCW 24.06.305 — Washington Code / Title 24 / Chapter 06 / Section 305
RCW 24.06.305: Procedure in liquidation of corporation in court.
Status: in_force

(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to: (a) Issue injunctions; (b) Appoint a receiver or receivers pendente lite, with such powers and duties as the court may, from time to time, direct; (c) Take such other proceedings as may be requisite to preserve the corporate assets wherever situated; and (d) Carry on the affairs of the corporation until a full hearing can be had. After a hearing had upon such notice as the court may direct to be given to all parties to the proceedings, and to any other parties in interest designated by the court, the court may appoint a receiver. (2) The assets of the corporation or the proceeds resulting from the sale, conveyance, or other disposition thereof shall be applied and distributed as follows: (a) All costs and expenses of the court proceedings, and all liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor; (b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution or liquidation, shall be returned, transferred, or conveyed in accordance with such requirements; (c) Remaining assets, if any, shall be distributed to the members, shareholders, or others in accordance with the provisions of the articles of incorporation. (3) The court shall have power to make periodic allowances, as expenses of the liquidation and compensation to the receivers and attorneys in the proceeding accrue, and to direct the payment thereof from the assets of the corporation or from the proceeds of any sale or disposition of such assets.
RCW 24.03A.165 — Washington Code / Title 24 / Chapter 03A / Section 165
RCW 24.03A.165: Property held for charitable purposes.
Status: in_force

(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 property is subject to restrictions contained in the corporation's articles, bylaws, or any record adopted by the corporation's board, or to other limitations in the form of a record, that limit its use only to one or more charitable purposes. (2) In no event may property held for charitable purposes be distributed in a manner inconsistent with RCW 24.03A.155 , 24.03A.900 , or 24.03A.906 .
RCW 24.55.025 — Washington Code / Title 24 / Chapter 55 / Section 025
RCW 24.55.025: Appropriation for expenditure or accumulation of endowment fund—Rules of construction.
Status: in_force

(1) Subject to the intent of a donor expressed in the gift instrument, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which the endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are donor-restricted assets until appropriated for expenditure by the institution. In making a determination to appropriate or accumulate, the institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, and shall consider, if relevant, the following factors: (a) The duration and preservation of the endowment fund; (b) The purposes of the institution and the endowment fund; (c) General economic conditions; (d) The possible effect of inflation or deflation; (e) The expected total return from income and the appreciation of investments; (f) Other resources of the institution; and (g) The investment policy of the institution. (2) To limit the authority to appropriate for expenditure or accumulate under subsection (1) of this section, a gift instrument must specifically state the limitation. (3) Terms in a gift instrument designating a gift as an endowment, or a direction or authorization in the gift instrument to use only "income," "interest," "dividends," or "rents, issues, or profits," or "to preserve the principal intact," or words of similar import: (a) Create an endowment fund of permanent duration unless other language in the gift instrument limits the duration or purpose of the fund; and (b) Do not otherwise limit the authority to appropriate for expenditure or accumulate under subsection (1) of this section.
RCW 24.36.130 — Washington Code / Title 24 / Chapter 36 / Section 130
RCW 24.36.130: Bylaws of association.
Status: in_force

Each association shall within thirty days after its incorporation, adopt for its government and management, a code of bylaws, not inconsistent with this chapter. A majority vote of the members or shares of stock issued and outstanding and entitled to vote, or the written assent of a majority of the members or of stockholders representing a majority of all the shares of stock issued and outstanding and entitled to vote, is necessary to adopt such bylaws and is effectual to repeal or amend any bylaws or to adopt additional bylaws. The power to repeal and amend the bylaws, and adopt new bylaws, may, by a similar vote, or similar written assent, be delegated to the board of directors, which authority may, by a similar vote, or similar written assent, be revoked.
RCW 24.03A.640 — Washington Code / Title 24 / Chapter 03A / Section 640
RCW 24.03A.640: Authority to amend.
Status: in_force

(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 corporation substantially different from the corporation's purposes before the amendment are subject to the reporting requirement set out in RCW 24.03A.075 .
RCW 24.36.440 — Washington Code / Title 24 / Chapter 36 / Section 440
RCW 24.36.440: Liability of member for breach of marketing contract.
Status: in_force

The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him or her of any provision of the marketing contract regarding the sale or delivery or withholding of fishery products; and may further provide that the member will pay all costs, premiums for bonds, expenses, and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this state; and such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties.
RCW 24.03A.320 — Washington Code / Title 24 / Chapter 03A / Section 320
RCW 24.03A.320: Scope of membership.
Status: in_force

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.
RCW 24.03A.185 — Washington Code / Title 24 / Chapter 03A / Section 185
RCW 24.03A.185: Restricted gifts.
Status: in_force

(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 applicable law. (2) A gift to a nonprofit corporation, including a charitable corporation, does not create a charitable trust unless: (a) The donor expresses an intent to create a charitable trust; and (b) The trustee, which may be a charitable corporation, agrees in the form of a record to act as trustee of that trust according to its terms. (3) Giving a gift to a nonprofit corporation, including a charitable corporation, that is: (a) Accepted by the corporation; (b) not in trust; and (c) subject to material restrictions or requirements contained in a gift instrument transfers complete ownership to the nonprofit corporation. The nonprofit corporation is bound by the material restrictions or requirements contained in the gift instrument. (4) A nonprofit corporation complies with a term contained in a gift instrument if the nonprofit corporation reasonably complies with all material restrictions or requirements contained in the term, or, when appropriate under the facts and circumstances, seeks modification in accordance with RCW 24.03A.190 . (5) If the nonprofit corporation fails to comply with any material restriction or requirement contained in a gift instrument and fails to seek a modification in accordance with RCW 24.03A.190 , then the attorney general may bring a proceeding to enforce the terms of the gift instrument.
RCW 24.03A.500 — Washington Code / Title 24 / Chapter 03A / Section 500
RCW 24.03A.500: Qualification of directors.
Status: in_force

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.
RCW 24.06.047 — Washington Code / Title 24 / Chapter 06 / Section 047
RCW 24.06.047: Registration of corporate name.
Status: in_force

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 .
RCW 24.03A.135 — Washington Code / Title 24 / Chapter 03A / Section 135
RCW 24.03A.135: Power to modify purposes.
Status: in_force

(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 restrictions as defined in RCW 24.03A.185 , either by ensuring continued adherence to those restrictions or by obtaining modification as provided in RCW 24.03A.190 . (2) A decision to modify the corporation's purposes is subject to judicial review only with respect to violations of this chapter or other applicable law.
RCW 24.03A.085 — Washington Code / Title 24 / Chapter 03A / Section 085
RCW 24.03A.085: Fees.
Status: in_force

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.
RCW 24.03A.860 — Washington Code / Title 24 / Chapter 03A / Section 860
RCW 24.03A.860: Plan of entity conversion.
Status: in_force

(1) A plan of entity conversion shall include: (a) A statement of the type of unincorporated entity the surviving entity will be and, if it will be a foreign unincorporated entity, its jurisdiction of organization; (b) The terms and conditions of the conversion; (c) The manner and basis of converting the memberships in the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing; (d) If the corporation is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); and (e) The full text, as they will be in effect immediately following the conversion, of the organic documents of the surviving entity. (2) The plan of entity conversion may also include a provision that the plan may be amended before filing articles of entity conversion, except that after approval of the plan by the members the plan may not be amended to change: (a) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, securities, or interests, cash, or other property to be received under the plan by the members; (b) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RCW 24.03A.655 (2); or (c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect. (3) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060 (3).
RCW 24.03A.685 — Washington Code / Title 24 / Chapter 03A / Section 685
RCW 24.03A.685: Effect of articles of amendment.
Status: in_force

(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 members of the corporation or persons referred to in the articles. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (2) No amendment to the articles shall modify any restriction imposed through any means upon property held for charitable purposes unless, before the delivery of the amendment to the secretary of state for filing, the restriction is modified: (a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or (b) In the case of any other restriction, pursuant to RCW 24.03A.190 . (3) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the articles unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.03A.865 — Washington Code / Title 24 / Chapter 03A / Section 865
RCW 24.03A.865: Action on a plan of entity conversion.
Status: in_force

In the case of an entity conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity: (1) The plan of entity conversion must be adopted by a vote of the majority of the directors in office. (2) If there are no members entitled to vote on the plan, then the plan must be adopted by a vote of the majority of directors then in office. If a membership corporation has no members entitled to vote on the plan, then the corporation shall deliver notice of the proposed entity conversion to all members of the corporation at least ten days before the meeting at which the board is to adopt the plan. (3) After adopting the plan of entity conversion, the board shall submit the plan to the members for their approval if there are members entitled to vote on the plan. The board shall also deliver to the members a recommendation that the members approve the plan, unless the board determines that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board shall deliver to the members the basis for that determination. (4) The board may condition its submission of the plan of entity conversion to the members on any basis. (5) If the approval of the members is to be given at a meeting, then the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan of entity conversion is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include a copy of the organic documents as they will be in effect immediately after the entity conversion. The notice may additionally be accompanied by a summary of the required materials. If a summary is provided in lieu of a copy of the plan, then a copy of the plan must be available to members upon request and this fact must be stated in the notice. Such copy of the plan may be made available to members electronically. (6) Unless the articles, or the board acting pursuant to subsection (3) of this section, requires a greater vote or a greater number of votes to be present, the approval of the plan of entity conversion by the members entitled to vote thereon requires the approval of a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the plan of entity conversion, the approval of a majority of the members of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (7) If any provision of the articles, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2022, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, then the provision is deemed to apply to an entity conversion of the corporation until the provision is later amended. (8) If, as a result of the conversion, one or more members of the corporation would become subject to interest holder liability for the debts, obligations, or liabilities of any other person or entity, then approval of the plan of conversion requires the execution, by each affected member, of a separate written consent to become subject to interest holder liability.
RCW 24.03A.420 — Washington Code / Title 24 / Chapter 03A / Section 420
RCW 24.03A.420: Record date.
Status: in_force

(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 fixing a record date, then the board of the membership corporation may fix a future date as the record date. (2) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members. (3) A determination of members entitled to notice of or to vote at a meeting of the members is effective for any adjournment of the meeting unless the board fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting. (4) If the court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, then it may provide that the original record date continues in effect or it may fix a new record date.
RCW 24.36.060 — Washington Code / Title 24 / Chapter 36 / Section 060
RCW 24.36.060: Securities act inapplicable.
Status: in_force

No association is subject in any manner to the terms of chapter 21.20 RCW and all associations may issue their membership certificates or stock or other securities as provided in this division without the necessity of any permit from the director of licenses.
RCW 24.03A.760 — Washington Code / Title 24 / Chapter 03A / Section 760
RCW 24.03A.760: Excluded transactions.
Status: in_force

RCW 24.03A.755 through 24.03A.880 may not be used to effect a transaction that: (1) Converts a nonprofit or mutual insurance company to a for-profit stock corporation; or (2) Is governed by chapter 70.45 RCW.
RCW 24.06.400 — Washington Code / Title 24 / Chapter 06 / Section 400
RCW 24.06.400: Amendment to articles of incorporation of foreign corporation.
Status: in_force

Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, such foreign corporation shall, within thirty days after such amendment becomes effective, file in the office of the secretary of state a copy of such amendment duly authenticated by the proper officer designated under the laws of the state or country in which it is incorporated: PROVIDED, That the filing thereof shall not of itself enlarge or alter the purpose or purposes for which such corporation is authorized to pursue in conducting its affairs in this state, nor authorize such corporation to conduct affairs in this state under any other name than the name set forth in its certificate of authority.
RCW 24.03A.958 — Washington Code / Title 24 / Chapter 03A / Section 958
RCW 24.03A.958: Civil penalties, costs, and fees.
Status: in_force

(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, management, or expenditure of, or reporting obligations relating to, property held for charitable purposes, intending or knowing that such conduct was in violation of this chapter; (b) As a director or officer of a corporation, votes for or assents to a distribution of property held for charitable purposes that would give rise to liability under RCW 24.03A.610 ; or (c) Receives any portion of a distribution described in (b) of this subsection knowing that the distribution was made in violation of this chapter. (2) Any person who shall violate the terms of any injunction issued pursuant to an action by the attorney general under RCW 24.03A.946 shall forfeit and pay a civil penalty of not more than twenty-five thousand dollars for each violation. (3) At the discretion of the court, the attorney general is entitled to recovery of its costs and fees incurred in securing compliance with the provisions of this chapter governing the distribution, disposition, management, or expenditure of, or reporting obligations relating to, property held for charitable purposes.
RCW 24.03A.670 — Washington Code / Title 24 / Chapter 03A / Section 670
RCW 24.03A.670: Restated articles of incorporation.
Status: in_force

(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 or more amendments to the articles. If restated articles of incorporation of a nonmembership corporation include one or more new amendments, then these amendments must have been adopted and approved as provided in RCW 24.03A.645 . If restated articles of incorporation of a membership corporation include one or more new amendments that require member approval, then the amendments must have been adopted and approved as provided in RCW 24.03A.650 or 24.03A.655 , as appropriate. (3) A nonprofit corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the nonprofit corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) If the restatement does not include any amendments to the articles, a statement of that fact; (b) If the restatement contains one or more amendments to the articles, the information required by RCW 24.03A.665 (1) through (4). (4) The articles of restatement and the certificate must be executed by an officer or other authorized representative. (5) Duly adopted restated articles of incorporation supersede the original articles and all amendments thereto. (6) The secretary of state shall certify restated articles of incorporation as the articles currently in effect.
RCW 24.06.250 — Washington Code / Title 24 / Chapter 06 / Section 250
RCW 24.06.250: Exercise of right of dissent—Rights and liabilities.
Status: in_force

Any member or shareholder electing to exercise such right of dissent shall file with the corporation, prior to or at the meeting of members and shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action. If such proposed corporate action be approved by the required vote and such member or shareholder shall not have voted in favor thereof, such member or shareholder may, within ten days after the date on which the vote was taken, make written demand on the corporation, or, in the case of a merger or consolidation, on the surviving or new corporation, domestic or foreign, for payment of the fair value of such member's membership or of such shareholder's shares, and, if such proposed corporate action is effected, such corporation shall pay to such member, upon surrender of his or her membership certificate, if any, or to such shareholder, upon surrender of the certificate or certificates representing such shares, the fair value thereof as of the day prior to the date on which the vote was taken approving the proposed corporate action, excluding any appreciation or depreciation in anticipation of such corporate action. Any member or shareholder failing to make demand within the ten day period shall be bound by the terms of the proposed corporate action. Any member or shareholder making such demand shall thereafter be entitled only to payment as in this section provided and shall not be entitled to vote or to exercise any other rights of a member or shareholder. No such demand shall be withdrawn unless the corporation shall consent thereto. The right of such member or shareholder to be paid the fair value of his or her membership or shares shall cease and his or her status as a member or shareholder shall be restored, without prejudice to any corporate proceedings which may have been taken during the interim, if: (1) Such demand shall be withdrawn upon consent; or (2) The proposed corporate action shall be abandoned or rescinded or the members or shareholders shall revoke the authority to effect such action; or (3) In the case of a merger, on the date of the filing of the articles of merger the surviving corporation is the owner of all the outstanding shares of the other corporations, domestic and foreign, that are parties to the merger; or (4) A court of competent jurisdiction shall determine that such member or shareholder is not entitled to the relief provided by this section. Within ten days after such corporate action is effected, the corporation, or, in the case of a merger or consolidation, the surviving or new corporation, domestic or foreign, shall give written notice thereof to each dissenting member or shareholder who has made demand as herein provided, and shall make a written offer to each such member or shareholder to pay for such shares or membership at a specified price deemed by such corporation to be the fair value thereof. Except in cases where the fair value payable to dissenters is fixed in the articles of incorporation or pursuant to RCW 24.06.255 , such notice and offer shall be accompanied by a balance sheet of the corporation in which the member holds his or her membership or the dissenting shareholder holds shares, as of the latest available date and not more than twelve months prior to the making of such offer, and a profit and loss statement of such corporation for the twelve months' period ended on the date of such balance sheet. If the fair value payable to dissenting members or shareholders is fixed in the articles of incorporation or pursuant to RCW 24.06.255 , or if within thirty days after the date on which such corporate action was effected the fair value of such shares or membership is agreed upon between any such dissenting member or shareholder and the corporation, payment therefor shall be made within ninety days after the date on which such corporate action was effected, upon surrender of the membership certificate, if any, or upon surrender of the certificate or certificates representing such shares. Upon payment of the agreed value the dissenting member or shareholder shall cease to have any interest in such membership or shares. If the fair value payable to dissenting members or shareholders is not fixed in the articles of incorporation or pursuant to RCW 24.06.025 , and within such period of thirty days a dissenting member or shareholder and the corporation do not so agree, then the dissenting member or shareholder shall be entitled to make written demand to the corporation, within sixty days after the date on which such corporate action was effected, requesting that the corporation petition for a determination of the fair value by a court. If such a demand is not timely made on the corporation, the right of such member or shareholder to demand to be paid the fair value of his or her membership or shares shall be forfeited. Within thirty days after receipt of such a written demand from any dissenting member or shareholder, the corporation shall, or at its election at any time within ninety days after the date on which such corporate action was effected may, file a petition in any court of competent jurisdiction in the county in this state where the registered office of the corporation is located praying that the fair value of such membership or shares be found and determined. If, in the case of a merger or consolidation, the surviving or new corporation is a foreign corporation without a registered office in this state, such petition shall be filed in the county where the registered office of the domestic corporation was last located. If the corporation shall fail to institute the proceeding as herein provided, any dissenting member or shareholder may do so in the name of the corporation. All dissenting members and shareholders, wherever residing, shall be made parties to the proceeding as an action against their memberships or shares quasi in rem. A copy of the petition shall be served on each dissenting member and shareholder who is a resident of this state and shall be served by registered or certified mail on each dissenting member or shareholder who is a nonresident. Service on nonresidents shall also be made by publication as provided by law. The jurisdiction of the court shall be plenary and exclusive. All members and shareholders who are parties to the proceeding shall be entitled to judgment against the corporation for the amount of the fair value of their shares. The court may, if it so elects, appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have such power and authority as shall be specified in the order of their appointment or an amendment thereof. The judgment shall be payable only upon and concurrently with the surrender to the corporation of the membership certificate, if any, or of the certificate or certificates representing such shares. Upon payment of the judgment, the dissenting shareholder or member shall cease to have any interest in such shares or membership. The judgment shall include an allowance for interest at such rate as the court may find to be fair and equitable in all the circumstances, from the date on which the vote was taken on the proposed corporate action to the date of payment. The costs and expenses of any such proceeding shall be determined by the court and shall be assessed against the corporation, but all or any part of such costs and expenses may be apportioned and assessed as the court may deem equitable against any or all of the dissenting members and shareholders who are parties to the proceeding to whom the corporation shall have made an offer to pay for membership or shares if the court shall find that the action of such members or shareholders in failing to accept such offer was arbitrary or vexatious or not in good faith. Such expenses shall include reasonable compensation for and reasonable expenses of the appraisers, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the fair value of the memberships or shares as determined materially exceeds the amount which the corporation offered to pay therefor, or if no offer was made, the court in its discretion may award to any member or shareholder who is a party to the proceeding such sum as the court may determine to be reasonable compensation to any expert or experts employed by the member or shareholder in the proceeding. Within twenty days after demanding payment for his or her shares or membership, each member and shareholder demanding payment shall submit the certificate or certificates representing his or her membership or shares to the corporation for notation thereon that such demand has been made. His or her failure to do so shall, at the option of the corporation, terminate his or her rights under this section unless a court of competent jurisdiction, for good and sufficient cause shown, shall otherwise direct. If membership or shares represented by a certificate on which notation has been so made shall be transferred, each new certificate issued therefor shall bear a similar notation, together with the name of the original dissenting holder of such membership or shares, and a transferee of such membership or shares shall acquire by such transfer no rights in the corporation other than those which the original dissenting member or shareholder had after making demand for payment of the fair value thereof.
RCW 24.06.615 — Washington Code / Title 24 / Chapter 06 / Section 615
RCW 24.06.615: Conversion of domestic corporation to limited cooperative association—Procedure.
Status: in_force

(1) Except as provided in subsection (2) of this section, a domestic corporation organized under this chapter, and taking the election provided in RCW 24.06.032 (1), may convert to a limited cooperative association pursuant to RCW 23.100.1302 through 23.100.1314 . (2) This section does not apply to a domestic corporation organized for the purpose of generating, purchasing, selling, marketing, transmitting, or distributing electric energy.
RCW 24.36.230 — Washington Code / Title 24 / Chapter 36 / Section 230
RCW 24.36.230: Bylaws of association—Terms of directors—Staggering.
Status: in_force

The bylaws may provide that directors shall be elected for terms of from one to five years: PROVIDED, That at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office.
RCW 24.24.110 — Washington Code / Title 24 / Chapter 24 / Section 110
RCW 24.24.110: Exemption from ordinary corporate taxes.
Status: in_force

Such fraternal association shall be a body politic and corporate with all powers and incidents of a corporation upon its compliance with the provisions of this chapter; PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
RCW 24.03A.942 — Washington Code / Title 24 / Chapter 03A / Section 942
RCW 24.03A.942: Decree of dissolution.
Status: in_force

(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 shall deliver a certified copy of the decree to the secretary of state, who shall file it. (2) After entering a decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation's affairs in accordance with RCW 24.03A.914 and the notification of claimants in accordance with RCW 24.03A.918 and 24.03A.920 .
RCW 24.03A.555 — Washington Code / Title 24 / Chapter 03A / Section 555
RCW 24.03A.555: Notice of board meetings.
Status: in_force

(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 meetings of the board must be preceded by at least forty-eight hours' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting, except as required by RCW 24.03A.530 (2), other provisions of this chapter, or the articles or bylaws. (3) Unless the articles or bylaws provide otherwise, the president, the secretary, or twenty percent of the directors then in office may call and give, or cause to be given, notice of a meeting of the board. (4) Oral notice of meetings of the board may be given, unless oral notice is not permitted by a corporation's articles or bylaws.
RCW 24.24.120 — Washington Code / Title 24 / Chapter 24 / Section 120
RCW 24.24.120: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 24.06.165 — Washington Code / Title 24 / Chapter 06 / Section 165
RCW 24.06.165: Loans to directors or officers.
Status: in_force

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 director or officer of the corporation, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.
RCW 24.03A.830 — Washington Code / Title 24 / Chapter 03A / Section 830
RCW 24.03A.830: Abandonment of for-profit conversion.
Status: in_force

(1) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880 , and at any time before the for-profit conversion has become effective, it may be abandoned by the members if there are members entitled to vote on the for-profit conversion, or by the board without action by members. (2) If a for-profit conversion is abandoned under subsection (1) of this section after articles of for-profit conversion have been filed by the secretary of state but before the for-profit conversion has become effective, then a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the for-profit conversion. The statement takes effect upon filing and the for-profit conversion is abandoned and does not become effective.
RCW 24.03A.902 — Washington Code / Title 24 / Chapter 03A / Section 902
RCW 24.03A.902: Prohibition of financial benefit.
Status: in_force

A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with a disposition of assets governed by RCW 24.03A.885 through 24.03A.902 unless the person is a charitable corporation, the federal government, a tribal government, a state or local government, a governmental subdivision, or an unincorporated entity that has charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.03A.916 — Washington Code / Title 24 / Chapter 03A / Section 916
RCW 24.03A.916: Prohibition of financial benefit.
Status: in_force

No person may receive a direct or indirect financial benefit in connection with the dissolution of a charitable corporation unless the person is an entity operated exclusively for one or more charitable purposes, the federal government, a tribal government, a state or local government, or an unincorporated entity that has charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.06.180 — Washington Code / Title 24 / Chapter 06 / Section 180
RCW 24.06.180: Organization meeting.
Status: in_force

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, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting. A first meeting of the members and shareholders may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting.
RCW 24.03A.850 — Washington Code / Title 24 / Chapter 03A / Section 850
RCW 24.03A.850: Abandonment of for-profit domestication and conversion.
Status: in_force

If the domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed by the secretary of state, then a statement that the domestication and conversion has been abandoned, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing. The statement takes effect upon filing and the domestication and conversion is abandoned and does not become effective.
RCW 8.20.010 — Washington Code / Title 24 / Chapter 20 / Section 010
RCW 8.20.010: Petition for appropriation—Contents.
Status: in_force

Any corporation authorized by law to appropriate land, real estate, premises, or other property for right-of-way or any other corporate purposes, may present to the superior court of the county in which any land, real estate, premises, or other property sought to be appropriated shall be situated, or to the judge of such superior court in any county where he or she has jurisdiction or is holding court, a petition in which the land, real estate, premises, or other property sought to be appropriated shall be described with reasonable certainty, and setting forth the name of each and every owner, encumbrancer, or other person or party interested in the same, or any part thereof, so far as the same can be ascertained from the public records, the object for which the land is sought to be appropriated, and praying that a jury be impaneled to ascertain and determine the compensation to be made in money, irrespective of any benefit from any improvement proposed by such corporation, to such owner or owners, respectively, and to all tenants, encumbrancers, and others interested, for the taking or injuriously affecting such lands, real estate, premises, or other property, or in case a jury be waived as in other civil cases in courts of record in the manner prescribed by law, then that the compensation to be made, as aforesaid, be ascertained and determined by the court, or judge thereof.Any grand lodge, encampment, chapter or any subordinate lodge or body of Free and Accepted Masons, Independent Order of Odd Fellows, Knights of Pythias, or other fraternal society, desiring to incorporate, shall deliver articles of incorporation to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW; such articles shall be signed by the presiding officer and the secretary of such lodge, chapter or encampment, and attested by the seal thereof, and shall specify: (1) The name of such lodge or other society, and the place of holding its meetings; (2) The name of the grand body from which it derives its rights and powers as such lodge or society; or if it be a grand lodge, the manner in which its powers as such grand lodge are derived; (3) The names of the presiding officer and the secretary having the custody of the seal of such lodge or society; (4) What officers shall join in the execution of any contract by such lodge or society to give it force and effect in accordance with the usages of such lodges or society.
RCW 24.03A.565 — Washington Code / Title 24 / Chapter 03A / Section 565
RCW 24.03A.565: Board quorum and voting requirements.
Status: in_force

(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 one-third of the number of directors in office. (3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age. (4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter. (5) No proxy for a director, however appointed, may: (a) Participate in any vote of the board or of any board committee; (b) Be counted for the purpose of determining whether a quorum is present at a meeting; or (c) Execute any written consent on behalf of the director. (6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless: (a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting; (b) The director dissents or abstains from the action; or (c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting. (7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
RCW 24.24.100 — Washington Code / Title 24 / Chapter 24 / Section 100
RCW 24.24.100: Fees.
Status: in_force

The secretary of state shall file such articles of incorporation or amendment thereto in the secretary of state's office and issue a certificate of incorporation or amendment, as the case may be, to such fraternal association upon the payment of a fee established by the secretary of state under RCW 23.95.260 .
RCW 24.03A.956 — Washington Code / Title 24 / Chapter 03A / Section 956
RCW 24.03A.956: Assurances of discontinuance.
Status: in_force

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 deemed in violation of such provision, from any person engaging in, or who has engaged in, such act or practice. Any such assurance must be in writing and be filed with and subject to the approval of the court. Such assurance of discontinuance is not an admission of a violation for any purpose, but proof of failure to comply with the assurance of discontinuance is prima facie evidence of a violation of this chapter.
RCW 24.03A.870 — Washington Code / Title 24 / Chapter 03A / Section 870
RCW 24.03A.870: Articles of entity conversion.
Status: in_force

(1) After the conversion of a domestic nonprofit corporation to a domestic or foreign unincorporated entity has been adopted and approved as required under RCW 24.03A.755 through 24.03A.880 , articles of entity conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles must: (a) Set forth the name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the corporation is to be changed, which must be a name that satisfies the organic law of the surviving entity if the surviving entity is a domestic entity; (b) State whether the corporation is holding assets for charitable purposes; (c) If the corporation is holding assets for charitable purposes, state that the attorney general has approved, or is deemed to have approved, the entity conversion pursuant to RCW 24.03A.770 (4); (d) State the type of unincorporated entity that the surviving entity will be and its jurisdiction of organization; (e) State that the plan of entity conversion was approved in the manner required by this chapter; and (f) If the surviving entity is a domestic filing entity, either contain all of the provisions required to be set forth in its public organic record and any other desired provisions that are permitted, or have attached a public organic record. (2) After the conversion of a domestic unincorporated entity to a domestic nonprofit corporation has been adopted and approved as required by the organic law of the unincorporated entity, articles of entity conversion must be executed on behalf of the unincorporated entity by an officer or other authorized representative. The articles must: (a) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which must be a name that satisfies the requirements of RCW 24.03A.095 ; (b) Set forth a statement that the plan of entity conversion was approved in accordance with the organic law of the unincorporated entity; and (c) Either contain all of the provisions that RCW 24.03A.100 (1) requires to be set forth in articles of incorporation and any other desired provisions that RCW 24.03A.100 (2) and (3) permit to be included in articles of incorporation, or have attached articles of incorporation that comply with chapter 176, Laws of 2021. (3) After the conversion of a foreign unincorporated entity to a domestic nonprofit corporation has been authorized as required by the laws of the foreign jurisdiction, articles of entity conversion must be executed on behalf of the foreign unincorporated entity by an officer or other authorized representative. The articles must: (a) Set forth the name of the unincorporated entity immediately before the filing of the articles of entity conversion and the name to which the name of the unincorporated entity is to be changed, which must be a name that satisfies the requirements of RCW 24.03A.095 ; (b) Set forth the jurisdiction under the laws of which the unincorporated entity was organized immediately before the filing of the articles of entity conversion and the date on which the unincorporated entity was organized in that jurisdiction; (c) Set forth a statement that the conversion of the unincorporated entity was approved in the manner required by the law of the foreign jurisdiction; and (d) Either contain all of the provisions that RCW 24.03A.100 (1) requires to be set forth in articles of incorporation and any other desired provisions that RCW 24.03A.100 (2) and (3) permit to be included in articles of incorporation, or have attached articles of incorporation that comply with chapter 176, Laws of 2021; except that, in either case, provisions that would not be required to be included in restated articles of incorporation of a domestic nonprofit corporation may be omitted. (4) The articles of entity conversion and articles of incorporation must be simultaneously delivered to the secretary of state for filing. The articles of entity conversion and articles of incorporation take effect at the effective time provided in RCW 23.95.210 . Articles of entity conversion filed under subsection (1) or (2) of this section may be combined with any required conversion filing under the organic law of the domestic unincorporated entity if the combined filing satisfies the requirements of both this section and the other organic law. (5) If the converting entity is a foreign unincorporated entity that is registered to do business in this state under chapter 23.95 RCW, then its registration statement is canceled automatically on the effective date of its conversion.
RCW 24.36.350 — Washington Code / Title 24 / Chapter 36 / Section 350
RCW 24.36.350: Powers relating to real or personal property.
Status: in_force

An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto.
RCW 24.03A.885 — Washington Code / Title 24 / Chapter 03A / Section 885
RCW 24.03A.885: Dispositions not requiring member approval.
Status: in_force

Unless the articles or bylaws otherwise provide, approval of the members of a nonprofit corporation is not required: (1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets: (a) In the usual and regular course of its activities; or (b) If the assets disposed of represent less than fifty percent of the total assets of the corporation and its consolidated subsidiaries, determined as of the end of the most recently completed fiscal year; (2) To mortgage, pledge, dedicate to the repayment of indebtedness whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business its activities; or (3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
RCW 24.06.367 — Washington Code / Title 24 / Chapter 06 / Section 367
RCW 24.06.367: Certificate of authority as insurance company—Filing of documents.
Status: in_force

For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate documents are required to be filed with the secretary of state, the documents shall be filed with the insurance commissioner rather than the secretary of state.
RCW 24.03A.070 — Washington Code / Title 24 / Chapter 03A / Section 070
RCW 24.03A.070: Annual report.
Status: in_force

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).
RCW 24.03A.735 — Washington Code / Title 24 / Chapter 03A / Section 735
RCW 24.03A.735: Adoption of plan of merger.
Status: in_force

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 the plan to those members entitled to vote on the plan for their approval. The board shall also deliver to the members a recommendation that the members approve the plan, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board shall deliver to the members the basis for that determination. (3) The board may condition its submission of the plan of merger to the members on any basis. (4) If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, then the nonprofit corporation shall give notice to each member, whether or not entitled to vote on the merger, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing corporation or eligible entity, then the notice shall also include a copy or summary of the articles and bylaws or organic records of that corporation or eligible entity. If the corporation is to be merged into a corporation or eligible entity that is to be created pursuant to the merger, then the notice shall include a copy or a summary of the articles and bylaws or organic records of the new corporation or eligible entity. If a summary is provided in lieu of a copy of the plan or of the articles and bylaws, then a copy of the plan and articles and bylaws, as applicable, must be available to members upon request and this fact must be stated in the notice. Such copy of the plan and articles and bylaws, as applicable, may be made available in electronic format. (5) Unless the articles or bylaws, or the board acting pursuant to subsection (3) of this section, requires a greater vote or a greater number of votes to be present, the approval of the plan of merger by the members entitled to vote thereon requires the approval of a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the plan of merger, the approval of a majority of the members of each voting group entitled to vote at a meeting at which a quorum of the voting group is present. (6) Separate voting on a plan of merger is required: (a) By each class of members: (i) Whose memberships are to be converted into eligible interests, securities, or obligations; rights to acquire eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing; (ii) Which is to experience a change in the rights, powers, preferences, or limitations of the class as a result of the merger; or (iii) That would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to [the] articles of incorporation, would require action by separate voting groups under the articles or bylaws. (b) By a voting group, if the voting group is entitled under the articles or bylaws to vote as a voting group to approve a plan of merger. (7) If a plan of merger would affect in the same or a substantially similar way two or more classes of members entitled to vote separately on the plan of merger under subsection (6)(a) of this section, then, instead of voting separately, all similarly affected classes of members shall vote together as a single voting group on the plan of merger, unless otherwise provided in the articles or as a condition imposed by the board under subsection (3) of this section. (8) If as a result of a merger one or more members of a domestic nonprofit corporation would become subject to owner liability for the debts, obligations[,] or liabilities of any other person or entity, then approval of the plan of merger requires the execution, by each member who would become subject to owner liability, of a separate record consenting to become subject to owner liability. (9) If a domestic nonprofit corporation that is a party to a merger does not have any members entitled to vote on the merger, then a plan of merger is deemed adopted by the corporation when it has been adopted by the board pursuant to subsection (1) of this section. If a membership corporation has no members entitled to vote on the merger, then the corporation shall deliver notice of the proposed merger to all members of the corporation at least five days before the meeting at which the board is to adopt the plan of merger. (10) In addition to the adoption and approval of the plan of merger by the board and members as required by this section, the plan of merger must also be approved in the form of a record by any person or group of persons whose approval is required under RCW 24.03A.705 to amend the articles or bylaws. (11) Adoption and approval of a plan of merger by all required persons under the procedures set forth in this section constitutes adoption and approval of all changes to the approving party's articles, bylaws, or other organic documents contained within the plan of merger.
RCW 24.06.230 — Washington Code / Title 24 / Chapter 06 / Section 230
RCW 24.06.230: Merger or consolidation—When effected.
Status: in_force

Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.
RCW 24.03A.775 — Washington Code / Title 24 / Chapter 03A / Section 775
RCW 24.03A.775: Prohibition on financial benefit.
Status: in_force

A person who is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with charitable purposes may not receive a direct or indirect financial benefit in connection with a transaction governed by RCW 24.03A.755 through 24.03A.880 to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation, the federal government, a tribal, state, or local government, a governmental subdivision, or an unincorporated entity that has charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.03A.770 — Washington Code / Title 24 / Chapter 03A / Section 770
RCW 24.03A.770: Property held for charitable purposes.
Status: in_force

(1) In any transaction under RCW 24.03A.755 through 24.03A.880 , property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes. (2) No transaction under RCW 24.03A.755 through 24.03A.880 shall modify any restriction imposed through any means upon property held for charitable purposes by any entity involved in the transaction, including but not limited to a restriction that affects existing rights of persons other than members, shareholders, or interest holders of the entity, unless the restriction is modified: (a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or (b) In the case of any other restriction, pursuant to RCW 24.03A.190 . (3) Property held by a nonprofit corporation for charitable purposes upon condition requiring return, transfer[,] or conveyance, which condition occurs by reason of a transaction under RCW 24.03A.755 through 24.03A.880 , must be returned, transferred, or conveyed in accordance with that condition. (4) A corporation holding property for charitable purposes shall deliver to the attorney general notice of its intent to consummate any transaction under RCW 24.03A.755 through 24.03A.880 . The notice must be delivered to the attorney general in the form of a record at least forty-five days before the meeting at which the proposed transaction is to be approved. Such a transaction may not be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the transaction, approval of the transaction is deemed to have been given. (5) The notice described in subsection (4) of this section shall include: (a) A statement specifying how the transaction will comply with subsections (1) through (3) of this section, as applicable; and (b) A brief description of: (i) Real property held for charitable purposes by the corporation, and its nature and location; (ii) Cash, bank deposits, brokerage accounts, or other financial assets held for charitable purposes by the corporation, and their approximate total fair market value; (iii) Other personal property held for charitable purposes by the corporation, and its nature and approximate total fair market value; and (iv) Any gift restrictions applicable to any property described in (b)(i) through (iii) of this subsection, and the nature of those restrictions. (6) An event of domestication or conversion does not affect the applicability of chapter 11.110 , 19.09, or 24.55 RCW to any entity.
RCW 24.03A.100 — Washington Code / Title 24 / Chapter 03A / Section 100
RCW 24.03A.100: Articles of incorporation.
Status: in_force

(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 purpose or purposes for which the corporation is organized; (e) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; (f) If the corporation will have members as defined in RCW 24.03A.010 , a statement that the corporation will have members; (g) The distribution of assets upon dissolution; (h) The name and mailing address of each incorporator; and (i) The signature of each incorporator. (2) The articles of incorporation may set forth: (a) A statement that the corporation has no members as defined in this chapter (whether or not the corporation uses the term "member" to define one or more classes of persons who are not members as defined in this chapter); (b) The names of the initial members, if any; (c) Provisions not inconsistent with law regarding: (i) Managing the business and regulating the affairs of the corporation; (ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and the members, if any; (iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; (d) A provision permitting or making obligatory indemnification of any individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding, subject to the limitations set forth in RCW 24.03A.630 ; (e) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law; or (f) Any other provision that this chapter specifically permits to be set forth in the articles or bylaws. (3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (4) Provisions of the articles may be made dependent upon facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060 (3).
RCW 24.06.050 — Washington Code / Title 24 / Chapter 06 / Section 050
RCW 24.06.050: Registered agent.
Status: in_force

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.
RCW 24.60.050 — Washington Code / Title 24 / Chapter 60 / Section 050
RCW 24.60.050: Temporary emergency responders.
Status: in_force

(1) A responding member jurisdiction may designate, in writing, persons to serve as temporary emergency responders for the purposes of deploying such persons under the intrastate building safety mutual aid system. A designation as a temporary emergency responder does not grant any right to wages, salary, pensions, health benefits, seniority or other benefits. (2) The *intrastate building safety mutual aid oversight committee will develop guidelines and procedures detailing this temporary designation process.
RCW 24.03A.710 — Washington Code / Title 24 / Chapter 03A / Section 710
RCW 24.03A.710: Definitions.
Status: in_force

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 of an unincorporated entity: (a) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or (b) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business, activities, or affairs. (3) "Merger" means a transaction pursuant to RCW 24.03A.730 . (4) "Party to a merger" means any domestic or foreign nonprofit corporation or eligible entity that will merge under a plan of merger. (5) "Shares" means the units into which the proprietary interests in a domestic or foreign for-profit corporation are divided. (6) "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
RCW 24.55.005 — Washington Code / Title 24 / Chapter 55 / Section 005
RCW 24.55.005: Short title.
Status: in_force

Chapter 436, Laws of 2009 may be known and cited as the uniform prudent management of institutional funds act.
RCW 24.36.030 — Washington Code / Title 24 / Chapter 36 / Section 030
RCW 24.36.030: Definitions.
Status: in_force

As used in this chapter: (1) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption. (2) "Member" includes members of associations without capital stock and holders of common stock in associations organized with shares of stock. (3) "Association" means any corporation organized under this chapter.
RCW 24.03A.966 — Washington Code / Title 24 / Chapter 03A / Section 966
RCW 24.03A.966: Review of contested corporate action.
Status: in_force

(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, the attorney general, the court may hear and determine the validity of the corporate action. The petitioner shall provide notice of the proceeding to every other person the petitioner knows, or should reasonably know, to be affected by the proceeding. (2) The court may make such orders in any such case as may be just and proper, with power to enforce the production of any books, papers, and records of the corporation and other evidence that may relate to the issue, and may provide for notice of the proceeding to other parties if necessary. If it is determined that no valid corporate action has been taken, the court may order a meeting to be held in accordance with RCW 24.03A.964 . (3) If a nonprofit corporation has provided in its articles or bylaws for a means of resolving a challenge to a corporate action, then subsection (1) of this section shall not apply, except in the case of actions brought by the attorney general with respect to corporate actions of charitable corporations. The court may enforce provisions of the articles or bylaws if appropriate.
RCW 24.12.020 — Washington Code / Title 24 / Chapter 12 / Section 020
RCW 24.12.020: Corporate powers.
Status: in_force

Every corporation sole shall, for the purpose of the trust, have power to contract in the same manner and to the same extent as a natural person, and may sue and be sued, and may defend in all courts and places, in all matters and proceedings whatever, and shall have authority to borrow money and give promissory notes therefor, and to secure the payment of the same by mortgage or other lien upon property, real and personal; to buy, sell, lease, mortgage and in every way deal in real and personal property in the same manner as a natural person may, and without the order of any court; to receive bequests and devises for its own use or upon trusts, to the same extent as natural persons may; and to appoint attorneys-in-fact.
RCW 24.06.040 — Washington Code / Title 24 / Chapter 06 / Section 040
RCW 24.06.040: Defense of ultra vires.
Status: in_force

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 capacity or power may be asserted: (1) In a proceeding by a member, shareholder or a director against the corporation to enjoin the doing or continuation of unauthorized acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract: PROVIDED, That anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (2) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through members or shareholder in a representative suit, against the officers or directors of the corporation for exceeding their authority. (3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts, or in any other proceeding by the attorney general.
RCW 24.06.255 — Washington Code / Title 24 / Chapter 06 / Section 255
RCW 24.06.255: Payment of fair value to dissenting member or shareholder.
Status: in_force

Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide that a dissenting member or shareholder shall be limited to a return of a lesser amount, but in no event shall a dissenting member or shareholder be limited to a return of less than the consideration paid to the corporation for the membership or shares which he or she holds unless the fair value of the membership or shares is less than the consideration paid to the corporation, and (2) the fair value payable to a dissenting member of a consumer cooperative shall be a fixed amount equal to the consideration paid to the corporation for the member's current membership unless the articles of incorporation expressly provide for a greater or lesser amount.
RCW 24.06.515 — Washington Code / Title 24 / Chapter 06 / Section 515
RCW 24.06.515: Unauthorized assumption of corporate powers.
Status: in_force

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof.
RCW 24.03A.815 — Washington Code / Title 24 / Chapter 03A / Section 815
RCW 24.03A.815: Action on a plan of for-profit conversion.
Status: in_force

In the case of a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation: (1) The plan of for-profit conversion must be adopted by the board. (2) If there are no members entitled to vote on the plan, then the plan must be adopted by a vote of the majority of directors then in office. If a membership corporation has no members entitled to vote on the plan, then the corporation shall deliver notice of the proposed for-profit conversion to all members of the corporation at least ten days before the meeting at which the board is to adopt the plan. (3) After adopting the plan of for-profit conversion, the board shall submit the plan to the members for their approval if there are members entitled to vote on the plan. The board shall also deliver to the members a recommendation that the members approve the plan, unless the board determines that because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board shall deliver to the members the basis for that determination. (4) The board may condition its submission of the plan of for-profit conversion to the members on any basis. (5) If the approval of the members is to be given at a meeting, then the corporation shall notify each member of the meeting of members at which the plan of for-profit conversion is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include a copy of the articles as they will be in effect immediately after the for-profit conversion. If a summary is provided in lieu of a copy of the plan, then a copy of the plan must be available to members upon request and this fact must be stated in the notice. (6) Unless the articles or bylaws, or the board acting pursuant to subsection (4) of this section, require a greater vote or a greater number of votes to be present, the approval of the plan of for-profit conversion by the members entitled to vote thereon requires approval of a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the plan of for-profit conversion, the approval of a majority of the members of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (7) If any provision of the articles, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2022, applies to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, then the provision is deemed to apply to a for-profit conversion of the corporation until the provision is later amended.
RCW 24.06.450 — Washington Code / Title 24 / Chapter 06 / Section 450
RCW 24.06.450: Applicable fees, charges, and penalties.
Status: in_force

Corporations are subject to the applicable fees, charges, and penalties established by the secretary of state under RCW 23.95.260 and 43.07.120 .
RCW 24.06.085 — Washington Code / Title 24 / Chapter 06 / Section 085
RCW 24.06.085: Liability of shareholders, subscribers, assignees, executors, trustees, etc.
Status: in_force

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 person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration. An executor, administrator, conservator, guardian, trustee, assignee for the benefit of creditors, or receiver shall not be personally liable to the corporation as a holder of or subscriber to shares of a corporation but the estate and funds in his or her hands shall be so liable. No pledgee or other holder of shares as collateral security shall be personally liable as a shareholder.
RCW 24.03A.720 — Washington Code / Title 24 / Chapter 03A / Section 720
RCW 24.03A.720: Prohibition of financial benefit.
Status: in_force

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 through 24.03A.750 to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation, the federal government, a tribal government, a state or local government, a governmental subdivision, or an eligible entity that is organized exclusively for charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.06.046 — Washington Code / Title 24 / Chapter 06 / Section 046
RCW 24.06.046: Reservation of exclusive right to use corporate name.
Status: reserved

The exclusive right to the use of a corporate name may be reserved in accordance with RCW 23.95.310 .
RCW 24.06.520 — Washington Code / Title 24 / Chapter 06 / Section 520
RCW 24.06.520: Reinstatement and renewal of corporate existence—Fee.
Status: reserved

If the term of existence of a corporation which was organized under this chapter, or which has availed itself of the privileges thereby provided expires, such corporation shall have the right to renew within two years of the expiration of its term of existence. The corporation may renew the term of its existence for a definite period or perpetually and be reinstated under any name not then in use by or reserved for a domestic corporation organized under any act of this state or a foreign corporation authorized under any act of this state to transact business or conduct affairs in this state. To do so the directors, members and officers shall adopt amended articles of incorporation containing a certification that the purpose thereof is a reinstatement and renewal of the corporate existence. They shall proceed in accordance with the provisions of this chapter for the adoption and filing of amendments to articles of incorporation. Thereupon such corporation shall be reinstated and its corporate existence renewed as of the date on which its previous term of existence expired and all things done or omitted by it or by its officers, directors, agents and members before such reinstatement shall be as valid and have the same legal effect as if its previous term of existence had not expired. A corporation reinstating under this section shall pay to the state all fees and penalties which would have been due if the corporate charter had not expired, plus a reinstatement fee established by the secretary of state by rule.
RCW 24.03A.155 — Washington Code / Title 24 / Chapter 03A / Section 155
RCW 24.03A.155: Distributions prohibited.
Status: in_force

(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.160 ; (b) To another entity that is a charitable corporation or is organized and operated exclusively for one or more charitable purposes; or (c) To the federal government, a tribal government, or a state or local government for a public purpose. (2) A nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, officers, or other persons who are in a position to exercise substantial influence over the affairs of the corporation, except as permitted under: (a) Subsection (1)(b) or (c) of this section; (b) Subsection (3) of this section; (c) RCW 24.03A.160 ; or (d) RCW 24.03A.906 . (3) A nonprofit corporation other than a charitable corporation may confer benefits upon or make transfers to members or nonmembers in conformity with its purposes, repurchase its memberships only to the extent provided in RCW 24.03A.380 , or repay capital contributions, subject to the following conditions: (a) Property held for charitable purposes may not be used to confer benefits upon or make transfers to members or nonmembers, repurchase memberships, or repay capital contributions; (b) The nonprofit corporation may not be insolvent, and conferral of benefits, making of transfers, repurchase of memberships, or repayment of capital contributions shall not render the corporation insolvent or unable to carry out its purposes; and (c) The fair value of the corporation's assets remaining after the conferring of benefits, making of transfers, repurchase, or repayment must be sufficient to meet the corporation's liabilities.
RCW 24.06.065 — Washington Code / Title 24 / Chapter 06 / Section 065
RCW 24.06.065: Members.
Status: in_force

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 incorporation. A corporation may issue certificates evidencing membership therein. Certificates may be assigned by a member and reacquired by the corporation under such provisions, rules and regulations as may be prescribed in the articles of incorporation. Membership may be terminated under such provisions, rules and regulations as may be prescribed in the articles of incorporation or bylaws.
RCW 24.06.415 — Washington Code / Title 24 / Chapter 06 / Section 415
RCW 24.06.415: Withdrawal of foreign corporation.
Status: in_force

A foreign corporation registered to conduct affairs in this state may withdraw from this state by delivering a statement of withdrawal to the secretary of state for filing in accordance with RCW 23.95.530 .
RCW 24.06.480 — Washington Code / Title 24 / Chapter 06 / Section 480
RCW 24.06.480: Confidential nature of information disclosed by interrogatories.
Status: in_force

Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom unless (1) his or her official duty may require that the same be made public, or (2) such interrogatories or the answers thereto are required for use in evidence in any criminal proceedings or other action by the state.
RCW 24.03A.225 — Washington Code / Title 24 / Chapter 03A / Section 225
RCW 24.03A.225: Financial statements for members.
Status: in_force

(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 combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, then the annual financial statements must also be prepared on that basis. (2) If the annual financial statements are reported upon by a certified public accountant, then the accountant's report shall accompany them. If not, then the statements must be accompanied by a statement of the president or the person responsible for the nonprofit corporation's accounting records: (a) Stating the reasonable belief of the president or other person as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and (b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
RCW 24.03A.920 — Washington Code / Title 24 / Chapter 03A / Section 920
RCW 24.03A.920: Other claims against dissolved corporation.
Status: in_force

(1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice. (2) The notice must: (a) Be published three times during three successive weeks in a newspaper of general circulation in the county where the principal office of the dissolved nonprofit corporation or, if none in this state, its registered office is or was last located; (b) Describe the information that must be included in a claim and provide a mailing address where the claim shall be sent; and (c) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the last publication of the notice. (3) If the dissolved nonprofit corporation publishes a newspaper notice in accordance with subsection (2) of this section, then the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the last publication date of the newspaper notice: (a) A claimant who was not given notice under RCW 24.03A.918 ; (b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or (c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
RCW 24.06.395 — Washington Code / Title 24 / Chapter 06 / Section 395
RCW 24.06.395: Failure to appoint or maintain agent—Service of process, notice, or demand.
Status: in_force

Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever any such registered agent cannot with reasonable diligence be found at the registered office, or whenever the certificate of authority of a foreign corporation shall be suspended or revoked service of any process, notice, or demand upon the corporation may be made in accordance with RCW 23.95.450 . Nothing contained in this section shall limit or affect the right to serve any process, notice or demand, required or permitted by law to be served upon a corporation in any other manner now or hereafter permitted by law.
RCW 24.03A.410 — Washington Code / Title 24 / Chapter 03A / Section 410
RCW 24.03A.410: Notice of membership meeting.
Status: in_force

(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 more than sixty days before the meeting date. Except as provided in this chapter, the articles, or the bylaws, the corporation is only required to give notice to members entitled to vote at the meeting. (2) Unless this chapter, the articles, or the bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose for which the meeting is called. (3) Notice of a special meeting shall include a description of the purpose for which the meeting is called. (4) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420 , the record date for determining members entitled to notice of and to vote at an annual or special meeting of the members is the day before the first notice is given to members. (5) Unless the articles or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or is required to be fixed under RCW 24.03A.420 , then the corporation shall give notice of the adjourned meeting to the members entitled to vote on the new record date. (6) Notice of regular meetings other than the annual meeting may be made by providing each member with the adopted schedule of regular meetings for the ensuing year in the form of a record at any time after the annual meeting and ten days before the next succeeding regular meeting and at any time requested by a member or by any other notice prescribed by the bylaws. (7) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of two consecutive annual meetings, and all notices of meetings during the period between those two consecutive annual meetings, have been returned undeliverable or could not be delivered. If a member delivers to the nonprofit corporation a notice setting forth the member's then current address, then the requirement that notice be given to that member is reinstated.
RCW 24.28.030 — Washington Code / Title 24 / Chapter 28 / Section 030
RCW 24.28.030: General rights and liabilities.
Status: in_force

As a business corporation said grange, after having complied with RCW 24.28.020 , shall be to all intents and purposes a domestic corporation, with all the rights, privileges and immunities allowed, and all the liabilities imposed by chapter one of the act entitled "an act to provide for the formation of corporations," approved November 13, 1873.
RCW 24.03A.940 — Washington Code / Title 24 / Chapter 03A / Section 940
RCW 24.03A.940: Receivership.
Status: in_force

The court in a judicial proceeding brought to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or to manage, the affairs of the corporation, pursuant to chapter 7.60 RCW.
RCW 24.06.330 — Washington Code / Title 24 / Chapter 06 / Section 330
RCW 24.06.330: Filing of decree of dissolution.
Status: in_force

In case the court shall enter a decree dissolving a corporation, it shall be the duty of the court clerk to cause a certified copy of the decree to be filed with the secretary of state. No fee shall be charged by the secretary of state for the filing thereof.
RCW 24.03A.385 — Washington Code / Title 24 / Chapter 03A / Section 385
RCW 24.03A.385: Delegates.
Status: reserved

(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) Calling, noticing, holding, and conducting meetings of delegates; and (c) Carrying on activities during and between meetings of delegates. (3) If the articles or bylaws provide for delegates, then, unless otherwise provided in the articles or bylaws: (a) The power to appoint, remove, or modify any provision of the articles or bylaws governing the appointment or removal of delegates is reserved to the members. (b) All other powers of members including, but not limited to, the right to vote on other amendments to articles or bylaws, may be exercised by delegates.
RCW 24.03A.510 — Washington Code / Title 24 / Chapter 03A / Section 510
RCW 24.03A.510: Selection of directors.
Status: in_force

(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 persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors. (2) The directors of a nonmembership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meeting of directors, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.
RCW 24.03A.875 — Washington Code / Title 24 / Chapter 03A / Section 875
RCW 24.03A.875: Effect of entity conversion.
Status: in_force

(1) Except as provided in RCW 24.03A.770 , when a conversion under RCW 24.03A.755 through 24.03A.880 becomes effective: (a) The title to all real and personal property, both tangible and intangible, of the converting entity remains in the surviving entity without reversion or impairment; (b) The liabilities of the converting entity remain the liabilities of the surviving entity; (c) An action or proceeding pending against the converting entity continues against the surviving entity as if the conversion had not occurred; (d) In the case of a surviving entity that is a filing entity, its articles or public organic record and its private organic rules become effective; (e) In the case of a surviving entity that is a nonfiling entity, its private organic rules become effective; (f) The memberships or interests of the converting entity are reclassified into memberships, interests, other securities, obligations, rights to acquire memberships, interests, or securities, or into cash or other property in accordance with the plan of conversion; and the members or interest holders of the converting entity are entitled only to the rights provided to them under the terms of the conversion and to any appraisal rights they may have under the organic law of the converting entity; (g) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the converting entity before or after the conversion, inures to the surviving entity, subject to the express terms of the will or other instrument; and (h) The surviving entity is deemed to be: (i) Incorporated or organized under and subject to the organic law of the converting entity for all purposes; and (ii) The same nonprofit corporation or unincorporated entity without interruption as the converting entity. (2) A member who becomes subject to interest holder liability for some or all of the debts, obligations, or liabilities of the surviving entity has interest holder liability only for those debts, obligations, or liabilities of the surviving entity that arise after the effective time of the articles of entity conversion. (3) The interest holder liability of an interest holder in an unincorporated entity that converts to a domestic nonprofit corporation is as follows: (a) The conversion does not discharge any interest holder liability under the organic law of the unincorporated entity to the extent the interest holder liability arose before the effective time of the articles of entity conversion. (b) The interest holder does not have interest holder liability under the organic law of the unincorporated entity for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of entity conversion. (c) The provisions of the organic law of the unincorporated entity continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred. (d) The interest holder has whatever rights of contribution from other interest holders are provided by the organic law of the unincorporated entity with respect to any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred.
RCW 24.03A.380 — Washington Code / Title 24 / Chapter 03A / Section 380
RCW 24.03A.380: Repurchase of memberships.
Status: in_force

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 memberships or any right arising therefrom.
RCW 24.03A.035 — Washington Code / Title 24 / Chapter 03A / Section 035
RCW 24.03A.035: Application to registered foreign nonprofit corporations.
Status: in_force

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.
RCW 24.03A.285 — Washington Code / Title 24 / Chapter 03A / Section 285
RCW 24.03A.285: Withdrawal of registration.
Status: in_force

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 .
RCW 24.03A.475 — Washington Code / Title 24 / Chapter 03A / Section 475
RCW 24.03A.475: Action without meeting by unanimous written consent.
Status: in_force

(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 more consents in the form of a record bearing the date of execution and describing the action taken, executed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records. (2) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420 , the record date for determining members entitled to take action without a meeting is the date the first member executes the consent under subsection (1) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within sixty days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents executed by all members entitled to vote on the action are received by the corporation. A consent may be revoked by an executed notice in the form of a record to that effect received by the corporation before receipt by the corporation of unrevoked consents sufficient in number to take corporate action. (3) A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such. (4) If this chapter, the articles, or the bylaws require that prior notice of any proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, then the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least ten days before taking the action by consent. The notice must contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
RCW 24.03A.445 — Washington Code / Title 24 / Chapter 03A / Section 445
RCW 24.03A.445: Differing quorum and voting requirements.
Status: in_force

(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, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
RCW 24.03A.924 — Washington Code / Title 24 / Chapter 03A / Section 924
RCW 24.03A.924: Court proceedings.
Status: in_force

(1) A dissolved nonprofit corporation that has published a notice under RCW 24.03A.918 may file an application with the court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to be presented after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under RCW 24.03A.918 (3). (2) Within ten days after the filing of the application, the dissolved corporation shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation. (3) The court may appoint a special representative to represent the interests of all claimants whose identities are unknown in any proceeding brought under this section. The dissolved corporation shall pay reasonable fees and expenses of the special representative, including all reasonable expert witness fees. (4) Provision by the dissolved nonprofit corporation for security in the amount and the form ordered by the court under this section satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a person who received assets in liquidation.
RCW 24.06.153 — Washington Code / Title 24 / Chapter 06 / Section 153
RCW 24.06.153: Duties of director or officer—Standards—Liability.
Status: in_force

(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 position would exercise under similar circumstances; and (c) In a manner the director or officer reasonably believes to be in the best interests of the corporation. (2) In discharging the duties of a director or an officer, a director or officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a) One or more officers or employees of the corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; or (b) Legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence. In addition, a director is entitled to rely on a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence. (3) A director or an officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted. (4) A director or officer is not liable for any action taken as a director or as an officer, or any failure to take any action, if the director or officer performed the duties of the director's or officer's office in compliance with this section.
RCW 24.60.030 — Washington Code / Title 24 / Chapter 60 / Section 030
RCW 24.60.030: Emergency responders—Qualifications.
Status: in_force

An emergency responder holding a license, certificate, or other permit issued by a responding member jurisdiction evidencing qualification in a professional, mechanical, or other skill shall be deemed to be licensed, certified, or permitted in the requesting member jurisdiction, subject to any limitations and conditions the chief executive of the requesting member jurisdiction may prescribe.
RCW 24.36.080 — Washington Code / Title 24 / Chapter 36 / Section 080
RCW 24.36.080: Conflicting laws not applicable—Exemptions apply.
Status: in_force

Any provisions of law which are in conflict with this chapter shall not be construed as applying to associations. Any exemptions under any laws applying to fishery products in the possession or under the control of the individual producer shall apply similarly and completely to such fishery products delivered by its members, in the possession or under the control of the association.
RCW 24.03A.605 — Washington Code / Title 24 / Chapter 03A / Section 605
RCW 24.03A.605: Loans or guarantees.
Status: in_force

(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 a time period that is reasonable under the circumstances by a director or officer; (b) Advances pursuant to RCW 24.03A.630 ; (c) Loans or advances pursuant to employee benefit plans; or (d) A loan to pay reasonable relocation expenses of an officer. (3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan. (4) The directors who vote for or assent to any loan, advance, or guarantee in violation of subsection (1) of this section, and any officer materially participating in the making of such a loan, advance, or guarantee, are personally liable on a joint and several basis to the nonprofit corporation on the loan, advance, or guarantee. Liability under this subsection terminates upon the repayment of any funds advanced by the nonprofit corporation in violation of subsection (1) of this section or, if no funds have been advanced under a guarantee, upon the termination of the guarantee. (5) A director or officer held liable under subsection (4) of this section for any unlawful loan or guarantee is entitled to contribution from every other director or officer who could be held liable under subsection (4) of this section for the unlawful loan or guarantee. (6) A proceeding to enforce contribution or recoupment under subsection (5) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (4) of this section.
RCW 24.03A.780 — Washington Code / Title 24 / Chapter 03A / Section 780
RCW 24.03A.780: Voting rights in existing corporations.
Status: in_force

For any corporation formed before January 1, 2022, any member or other person who is entitled under the articles or bylaws to vote on or approve a merger transaction involving the corporation is deemed entitled, to the same extent, to vote on or approve any transaction under RCW 24.03A.755 through 24.03A.880 involving the corporation.
RCW 24.06.500 — Washington Code / Title 24 / Chapter 06 / Section 500
RCW 24.06.500: Greater voting requirements.
Status: in_force

Whenever, with respect to any action to be taken by the members, shareholders or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members, shareholders or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
RCW 24.03A.470 — Washington Code / Title 24 / Chapter 03A / Section 470
RCW 24.03A.470: Voting agreements.
Status: in_force

(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 specifically enforceable if: (a) The voting agreement is allowed under the articles or bylaws; or (b) The effective date of the voting agreement is before January 1, 2022. (3) Notwithstanding subsection (2) of this section, no voting agreement is enforceable to the extent that enforcement of the agreement would violate the purposes of the membership corporation.
RCW 24.03A.765 — Washington Code / Title 24 / Chapter 03A / Section 765
RCW 24.03A.765: Required approvals.
Status: in_force

If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of a federal or state agency other than the secretary of state, then the corporation or eligible entity shall not be a party to a transaction under RCW 24.03A.755 through 24.03A.880 without the prior approval of that agency.
RCW 24.03A.305 — Washington Code / Title 24 / Chapter 03A / Section 305
RCW 24.03A.305: Termination of registration.
Status: in_force

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 official having custody of corporate records in the state or country under whose law the foreign [nonprofit] corporation is incorporated stating that it has been dissolved or did not survive a merger; or (3) If the corporation has continued to exceed or abuse the authority conferred upon it by this chapter.
RCW 24.03A.415 — Washington Code / Title 24 / Chapter 03A / Section 415
RCW 24.03A.415: Waiver of notice.
Status: in_force

(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 entitled to the notice, and be delivered to the membership corporation for inclusion in the minutes or filing with the corporate records. (2) The attendance of a member at a meeting: (a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting or immediately upon arrival at the meeting objects to holding the meeting or transacting business at the meeting; and (b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects at the meeting to considering the matter.
RCW 24.06.320 — Washington Code / Title 24 / Chapter 06 / Section 320
RCW 24.06.320: Discontinuance of liquidation proceedings.
Status: in_force

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its remaining property and assets.
RCW 24.06.048 — Washington Code / Title 24 / Chapter 06 / Section 048
RCW 24.06.048: Renewal of registration of corporate name.
Status: in_force

A corporation[,] which has in effect a registration of its corporate name, may renew such registration in accordance with RCW 23.95.315 .
RCW 24.03A.645 — Washington Code / Title 24 / Chapter 03A / Section 645
RCW 24.03A.645: Amendment of articles by nonmembership corporation.
Status: in_force

(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 under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group. (3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to: (a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) Delete the names and addresses of the initial directors; (c) Notwithstanding RCW 24.03A.100 (1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and (d) Restate without change all of the then operative provisions of the articles.
RCW 24.03A.730 — Washington Code / Title 24 / Chapter 03A / Section 730
RCW 24.03A.730: Merger.
Status: in_force

(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 or domestic or foreign eligible entities may merge into a new domestic nonprofit corporation to be created in the merger in the manner provided in RCW 24.03A.710 through 24.03A.750 . (2) A foreign nonprofit corporation, or a foreign eligible entity, may be a party to a merger with a domestic nonprofit corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law of the corporation or eligible entity. (3) If the law of this state, other than this chapter, permits the merger of a domestic eligible entity with a nonprofit corporation but does not provide procedures for the approval of such a merger, then a plan of merger may be adopted and approved, and the merger may be effectuated, in accordance with the procedures in RCW 24.03A.710 through 24.03A.750 . For the purposes of applying RCW 24.03A.710 through 24.03A.750 , as the context may require: (a) The eligible entity is treated as a domestic nonprofit corporation, its interest holders are treated as members, eligible interests are treated as memberships, and organic records are treated as articles and bylaws; and (b) If there is no board of directors and the business and affairs of the eligible entity are managed by a team or body of persons that is not identical to the interest holders, that team or body is deemed to be the board of directors. (4) The plan of merger must be in the form of a record and include: (a) The name of each domestic or foreign nonprofit corporation or eligible entity that will merge and the name of the domestic or foreign nonprofit corporation or eligible entity that will be the survivor of the merger; (b) The terms and conditions of the merger; (c) The manner and basis of converting the memberships of each merging domestic or foreign nonprofit membership corporation and the eligible interests of each merging domestic or foreign eligible entity into memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; other property or other consideration; or any combination of the foregoing; (d) The articles and bylaws of any corporation, or the organic records of any eligible entity, to be created by the merger; or if a new corporation or eligible entity is not to be created by the merger, any changes to the survivor's articles or bylaws or organic records; (e) Whether the corporation is a charitable corporation or is holding assets for charitable purposes; (f) If the corporation is a charitable corporation or is holding assets for charitable purposes, a plan setting forth how the merging entities will comply with RCW 24.03A.715 and 24.03A.725 ; and (g) Any other provisions relating to the merger that the parties desire be included in the plan of merger. (5) The plan of merger may also include a provision that the plan may be amended before filing articles of merger, but if the members of a domestic corporation that is a party to the merger are required or entitled to vote on the plan, then the plan shall provide that after approval of the plan by those members the plan may not be amended to change: (a) The amount or kind of memberships, eligible interests, securities, or obligations; rights to acquire memberships, eligible interests, securities, or obligations; cash; or other property or other consideration to be received by the members of or owners of eligible interests in any party to the merger; (b) The articles or bylaws of any corporation, or the organic records of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by RCW 24.03A.655 (2) or by comparable provisions of the organic law of a foreign nonprofit or for-profit corporation or domestic or foreign unincorporated entity; or (c) Any of the other terms or conditions of the plan, if the change would adversely affect those members in any material respect. (6) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060 (3).
RCW 24.06.385 — Washington Code / Title 24 / Chapter 06 / Section 385
RCW 24.06.385: Resignation of registered agent.
Status: in_force

Any registered agent in this state appointed by a foreign corporation may resign as such agent by executing and delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 24.03A.460 — Washington Code / Title 24 / Chapter 03A / Section 460
RCW 24.03A.460: Inspectors of election.
Status: in_force

(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's ability. (2) The inspectors must: (a) Ascertain the number of members and delegates, and their voting power; (b) Determine the members and delegates present at a meeting; (c) Determine the validity of proxies and ballots; (d) Count all votes; and (e) Determine the result. (3) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector.
RCW 24.03A.962 — Washington Code / Title 24 / Chapter 03A / Section 962
RCW 24.03A.962: Definitions.
Status: in_force

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 of members, delegates, directors, or officers of a nonprofit corporation; (2) The taking of any action on any matter that: (a) Is required under this chapter or any other provision of law to be submitted for approval of or adoption by the members, delegates, directors, or officers of a nonprofit corporation; (b) Under the articles or bylaws may be submitted for approval of or adoption by the members, delegates, directors, or officers of a nonprofit corporation; or (c) Is in fact approved or adopted by the members, delegates, directors, or officers of a nonprofit corporation.
RCW 24.03A.260 — Washington Code / Title 24 / Chapter 03A / Section 260
RCW 24.03A.260: Registration to do business.
Status: in_force

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.
RCW 24.55.065 — Washington Code / Title 24 / Chapter 55 / Section 065
RCW 24.55.065: Application to existing institutional funds.
Status: in_force

(1) Before July 1, 2009, this chapter applies to an institutional fund existing on May 11, 2009, only if the institution's governing body elects to apply this chapter to the institutional fund before July 1, 2009. (2) On and after July 1, 2009, this chapter applies to all institutional funds. (3) As applied to institutional funds existing on May 11, 2009, this chapter governs only decisions made or actions taken on or after July 1, 2009, except that in the case of an institution that makes the election under subsection (1) of this section this chapter governs decisions made or actions taken on or after the date the institution elects to be covered by this chapter.
RCW 24.12.045 — Washington Code / Title 24 / Chapter 12 / Section 045
RCW 24.12.045: Annual report—Secretary of state's powers.
Status: in_force

(1) Each corporation sole registered in this state shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255 . The report shall be executed by the corporation sole by an officer of the corporation sole or, if the corporation sole is in the hands of a receiver or trustee, it shall be executed on behalf of the corporation sole by such receiver or trustee. (2) The secretary of state may provide that correcting or updating information appearing on previous annual or biennial filings is sufficient to constitute the current filing. (3) The secretary may administratively dissolve a corporation sole that does not comply with this section in accordance with RCW 23.95.610 . However, the secretary shall reinstate a corporation sole administratively dissolved under this subsection if the corporation sole complies with the requirements of RCW 24.12.055 within five years of the administrative dissolution.
RCW 24.06.295 — Washington Code / Title 24 / Chapter 06 / Section 295
RCW 24.06.295: Venue and process.
Status: in_force

Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in which the registered office of the corporation is situated, or in the superior court of Thurston county. Summons shall issue and be served as in other civil actions. If process is returned not found, the attorney general shall cause publication to be made as in other civil cases in a newspaper published in the county where the registered office of the corporation is situated, notifying the corporation of the pendency of such action, the title of the court, the title of the action, the date on or after which default may be entered, giving the corporation thirty days within which to appear, answer, and defend. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of such notice to be mailed by certified mail to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of such notice shall be prima facie evidence thereof. Such notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned not found. Unless a corporation shall have been personally served with summons, no default shall be taken against it less than thirty days from the first publication of such notice.
RCW 24.03A.932 — Washington Code / Title 24 / Chapter 03A / Section 932
RCW 24.03A.932: Property held for charitable purposes.
Status: in_force

(1) If a charitable corporation, or a corporation holding property for charitable purposes, has been administratively dissolved and has not been reinstated, then neither the corporation nor any other person may transfer or distribute to any other person any property held for charitable purposes by the corporation unless the corporation has: (a) Adopted a plan of distribution satisfying the requirements of RCW 24.03A.908 (2) and following the procedure set out in RCW 24.03A.908 (3); and (b) Obtained the approval or deemed approval of the attorney general of the plan of distribution, following the procedure set out in RCW 24.03A.908 (4) and (5). (2) A corporation that has been administratively dissolved is not required to apply for reinstatement if its only activities will consist of adopting a plan of distribution, obtaining the approval or deemed approval of the attorney general of the plan of distribution, and distributing assets in accordance with the plan of distribution.
RCW 24.03A.030 — Washington Code / Title 24 / Chapter 03A / Section 030
RCW 24.03A.030: Application to existing nonprofit corporations.
Status: in_force

(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 organized under any other chapter of Title 24 RCW may be reorganized under this chapter by adopting and filing amendments to its articles in accordance with this chapter. The articles as amended shall conform to this chapter, and shall state that the corporation accepts the benefits of and will be bound by this chapter.
RCW 24.40.040 — Washington Code / Title 24 / Chapter 40 / Section 040
RCW 24.40.040: Rights, powers, of courts, attorney general, not impaired.
Status: in_force

Nothing in this chapter shall impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
RCW 24.06.010 — Washington Code / Title 24 / Chapter 06 / Section 010
RCW 24.06.010: Application of chapter.
Status: repealed

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 purpose or in a manner provided for by said act. The provisions of this chapter relating to foreign corporations shall apply to all foreign corporations conducting affairs in this state for a purpose or purposes for which a corporation might be organized under this chapter.
RCW 24.36.240 — Washington Code / Title 24 / Chapter 36 / Section 240
RCW 24.36.240: Bylaws of association—Executive committee.
Status: in_force

The bylaws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
RCW 24.03A.190 — Washington Code / Title 24 / Chapter 03A / Section 190
RCW 24.03A.190: Modification or release of gift restrictions.
Status: in_force

(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; (c) For gift instruments limiting the use of property to one or more charitable purposes, through a binding agreement executed by the nonprofit corporation, the attorney general, and other interested parties, and filed with or approved by the court in accordance with RCW 24.03A.195 ; (d) By approval of the court in accordance with RCW 24.03A.200 ; or (e) As provided by other applicable law including, but not limited to, chapter 24.55 RCW. (2) If a nonprofit corporation, including a charitable corporation, determines that a restriction contained in a gift instrument on the management, investment, or purpose of a gift is unlawful, impracticable, impossible to achieve, or wasteful, then the nonprofit corporation, sixty days after notification to the attorney general, may modify the restriction, in whole or part, if: (a) The gift subject to the restriction has a total value consistent with RCW 24.55.045 (4)(a) or any successor provision; (b) More than twenty years have elapsed since the gift was given; and (c) The nonprofit corporation uses the gift in a manner consistent with any charitable purposes expressed in the gift instrument. (3) Application of RCW 24.03A.180 through 24.03A.205 to existing gifts: (a) Before January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to gifts existing on December 31, 2021, only if the nonprofit corporation's board elects to apply RCW 24.03A.180 through 24.03A.205 to existing gifts before January 1, 2023. (b) On or after January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to all gifts. (c) As applied to gifts existing on December 31, 2021, RCW 24.03A.180 through 24.03A.205 govern only decisions made or actions taken on or after January 1, 2023, except that in the case of a nonprofit corporation that makes the election under (a) of this subsection RCW 24.03A.180 through 24.03A.205 govern decisions made or actions taken on or after the date the nonprofit corporation elects to be covered by RCW 24.03A.180 through 24.03A.205 .
RCW 24.36.170 — Washington Code / Title 24 / Chapter 36 / Section 170
RCW 24.36.170: Bylaws of association—Membership.
Status: in_force

The bylaws may provide: (1) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock. (2) The method, time, and manner of permitting members to withdraw or the holders of common stock to transfer their stock. (3) The manner of assignment and transfer of the interest of members and of the shares of common stock. (4) The conditions upon which and time when membership of any member shall cease. (5) For the automatic suspension of the rights of a member when he or she ceases to be eligible to membership in the association; and the mode, manner, and effect of the expulsion of a member. (6) The manner of determining the value of a member's interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his or her membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders.
RCW 24.06.510 — Washington Code / Title 24 / Chapter 06 / Section 510
RCW 24.06.510: Action by members or directors without a meeting.
Status: in_force

Any action required by this chapter to be taken at a meeting of the members, shareholders or directors of a corporation, or any action which may be taken at a meeting of the members, shareholders or directors, may be taken without a meeting, if a consent in writing, setting forth the action so taken, is signed by all of the members and shareholders entitled to vote thereon, or by all of the directors, as the case may be, unless the articles or bylaws provide to the contrary. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state.
RCW 24.06.285 — Washington Code / Title 24 / Chapter 06 / Section 285
RCW 24.06.285: Involuntary dissolution.
Status: in_force

A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that: (1) The corporation procured its articles of incorporation through fraud; or (2) The corporation has continued to exceed or abuse the authority conferred upon it by law.
RCW 24.06.490 — Washington Code / Title 24 / Chapter 06 / Section 490
RCW 24.06.490: Duty of secretary of state to file—Review of refusal to file.
Status: in_force

RCW 23.95.225 governs the secretary of state's duty to file records delivered to the secretary of state for filing, the manner and effect of filing, and procedures that apply when the secretary of state refuses to file a record.
RCW 24.03A.570 — Washington Code / Title 24 / Chapter 03A / Section 570
RCW 24.03A.570: Action without meeting by unanimous written consent.
Status: in_force

(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 a record describing the action to be taken and delivers it to the nonprofit corporation. (2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where: (a) The board has determined that: (i) The corporation is entering into the transaction for its own benefit; and (ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; (b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and (c) All of the noninterested directors approve the action. (3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors. (4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.
RCW 24.06.375 — Washington Code / Title 24 / Chapter 06 / Section 375
RCW 24.06.375: Registered agent of foreign corporation.
Status: in_force

Every foreign corporation registered to conduct affairs in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW.
RCW 24.03A.715 — Washington Code / Title 24 / Chapter 03A / Section 715
RCW 24.03A.715: Property held for charitable purposes.
Status: in_force

(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 through any means upon property held for charitable purposes by any party to the merger including, but not limited to, any restriction that affects existing rights of persons other than members, shareholders, or interest holders of the other party, unless the restriction is modified: (a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or (b) In the case of any other restriction, pursuant to RCW 24.03A.190 . (3) Property held by a nonprofit corporation for charitable purposes upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, must be returned, transferred, or conveyed in accordance with that condition. (4) A corporation that is not a charitable corporation but holds property for charitable purposes shall deliver to the attorney general notice of its intent to consummate a merger, unless the survivor of the merger is a charitable corporation. The notice must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed transaction is to be approved. Such a merger may not be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the transaction, approval of the transaction is deemed to have been given. (5) The notice described in subsection (4) of this section shall include: (a) A statement specifying how the merger will comply with subsections (1) through (3) of this section; and (b) A brief description of: (i) Real property held by the corporation for charitable purposes, and its nature and location; (ii) Cash, bank deposits, brokerage accounts, or other financial assets held by the corporation for charitable purposes, and their approximate total fair market value; (iii) Other personal property held by the corporation for charitable purposes, and its nature and approximate total fair market value; and (iv) All gift restrictions applicable to any property described in (b)(i) through (iii) of this subsection, and the nature of those restrictions.
RCW 24.36.330 — Washington Code / Title 24 / Chapter 36 / Section 330
RCW 24.36.330: Reserves—Investments.
Status: in_force

An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the bylaws.
RCW 24.03A.365 — Washington Code / Title 24 / Chapter 03A / Section 365
RCW 24.03A.365: Creditor's action against member.
Status: in_force

(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 whole or in part. (2) All creditors of a membership corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the proceeding.
RCW 24.36.470 — Washington Code / Title 24 / Chapter 36 / Section 470
RCW 24.36.470: Enforcement by association to secure delivery by member.
Status: in_force

A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions of law to the contrary notwithstanding.
RCW 24.03A.075 — Washington Code / Title 24 / Chapter 03A / Section 075
RCW 24.03A.075: Major changes by charitable corporations.
Status: in_force

(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 actions that create a reporting requirement under this section are: (a) Amendment of the charitable corporation's articles to include one or more purposes of the corporation substantially different from any purpose stated in the charitable corporation's articles in effect before the amendment; or (b) Operation of a significant program or activity that is substantially different from both: (i) Programs or activities the charitable corporation has previously operated; and (ii) Programs or activities described in the most recent application for recognition of exemption from federal income tax that the charitable corporation has filed with the internal revenue service and in response to which the internal revenue service has issued a determination letter of tax-exempt status to the charitable corporation. (3) A charitable corporation is not required to report actions described in subsection (2) of this section: (a) If the charitable corporation was a religious corporation both before and after it took the action; (b) Within the charitable corporation's first three years of existence, if all programs or activities the charitable corporation operates are consistent with the purposes set forth in the charitable corporation's articles; or (c) When the charitable corporation operates a program or activity described in subsection (2)(b) of this section, if all funds expended to conduct such a program or activity are derived only from one or more of the following sources: (i) Contributions or sales in response to one or more solicitations in which: (A) The program or activity was clearly described; and (B) A statement was made that implies that the corporation will apply any contribution, or proceeds from any sale, in connection with those solicitations toward the program or activity; (ii) Admissions, performance of services, or furnishing of facilities; (iii) Sales of goods not in connection with any solicitation; (iv) Income from investments of the charitable corporation that is not subject to any gift restriction; or (v) Revenue from any source that is recognized after the program or activity has been in continuous operation and disclosed to the general public for a period of at least three years. (4) The secretary of state shall deliver to the attorney general a copy of every annual report filed by the secretary of state that includes a report described in this section.
RCW 24.06.100 — Washington Code / Title 24 / Chapter 06 / Section 100
RCW 24.06.100: Meetings of members and shareholders.
Status: in_force

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 of the members and shareholders shall be held at such time as may be provided in the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation. Special meetings of the members or shareholders may be called by the president or by the board of directors. Special meetings of the members or shareholders may also be called by such other officers or persons or number or proportion of members or shareholders as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members or shareholders entitled to call a meeting, a special meeting of members or shareholders may be called by persons having one-twentieth of the votes entitled to be cast at such meeting. Only business within the purpose or purposes described in the meeting notice required by RCW 24.06.105 may be conducted at a special meeting. If the articles of incorporation or bylaws so provide, members or shareholders may participate in any meeting of members or shareholders by any means of communication by which all persons participating in the meeting can hear each other during the meeting. A member or shareholder participating in a meeting by this means is deemed to be present in person at the meeting.
RCW 24.03A.465 — Washington Code / Title 24 / Chapter 03A / Section 465
RCW 24.03A.465: Action by voting groups.
Status: in_force

(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 for voting by two or more voting groups on a matter, then action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RCW 24.03A.440 or 24.03A.475 .
RCW 24.03A.928 — Washington Code / Title 24 / Chapter 03A / Section 928
RCW 24.03A.928: Administrative dissolution.
Status: in_force

The secretary of state may commence a proceeding under RCW 23.95.610 to administratively dissolve a nonprofit corporation for any reason set forth in RCW 23.95.605 .
RCW 24.03A.912 — Washington Code / Title 24 / Chapter 03A / Section 912
RCW 24.03A.912: Revocation of dissolution.
Status: in_force

(1) A nonprofit corporation may revoke its dissolution within one hundred twenty days of the effective date of the dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members. (3) Except as provided in subsection (4) of this section, after the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; and (d) That the revocation of dissolution was approved in the manner required by this chapter and by the articles and bylaws. (4) A charitable corporation or a nonprofit corporation holding property restricted to charitable purposes shall not deliver articles of revocation of dissolution to the secretary of state for filing without the approval of the attorney general. Such a corporation shall give the attorney general notice in the form of a record that it intends to revoke its dissolution, to which notice a copy of the articles of revocation of dissolution adopted in accordance with subsection (2) of this section must be attached. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the revocation of dissolution, approval of the revocation of dissolution is deemed to have been given. (5) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (6) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.
RCW 24.03A.880 — Washington Code / Title 24 / Chapter 03A / Section 880
RCW 24.03A.880: Abandonment of entity conversion.
Status: in_force

(1) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880 , and at any time before the entity conversion has become effective, it may be abandoned by the members if there are members entitled to vote, or by the board without action by the members. (2) If an entity conversion is abandoned after articles of entity conversion have been filed by the secretary of state but before the entity conversion has become effective, then a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the entity conversion. Upon filing, the statement takes effect and the entity conversion is abandoned and does not become effective.
RCW 24.06.032 — Washington Code / Title 24 / Chapter 06 / Section 032
RCW 24.06.032: Additional rights and powers authorized.
Status: in_force

(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 in its articles of incorporation or bylaws, to avail itself of part or all of the additional rights and powers granted to cooperative associations under RCW 23.86.105 (1), 23.86.160 , and 23.86.170 , and, if the corporation is a consumer cooperative, under RCW 23.95.305 (6) and 23.86.030 (2). (2) Any other provision of this chapter notwithstanding: (a) A consumer cooperative organized under this chapter may give notice to its members of the place, day, and hour of its annual meeting not less than ten nor more than one hundred twenty days before the date of the annual meeting. (b) A consumer cooperative organized under this chapter may satisfy any provisions of this chapter requiring that certain information or materials must be set forth in a writing accompanying or contained in the notice of a meeting of its members, by: (i) Posting the information or materials on an electronic network not less than thirty days prior to the meeting at which such information or materials will be considered by members; and (ii) delivering to those members who are eligible to vote a notification, either in a meeting notice authorized under this chapter or in such other reasonable form as the board of directors may specify, setting forth the address of the electronic network at which and the date after which such information or materials will be posted and available for viewing by members eligible to vote, together with comprehensible instructions regarding how to obtain access to the information and materials posted on the electronic network. A consumer cooperative that elects to post information or materials required by this chapter on an electronic network shall, at its expense, provide a copy of such information or materials in a written or other tangible medium to any member who is eligible to vote and so requests. (c) The articles of incorporation or bylaws of a consumer cooperative organized under this chapter may provide that the annual meeting of its members need not involve a physical assembly at a particular geographic location if the meeting is held by means of electronic or other remote communications with its members, in a fashion that its board of directors determines will afford members a reasonable opportunity to read or hear the proceedings substantially concurrently with their occurrence, to vote by electronic transmission on matters submitted to a vote by members, and to pose questions of and make comments to management, subject to such procedural guidelines and limitations as its board of directors may adopt. Members participating in an annual meeting by means of electronic or other remote communications technology in accordance with any such procedural guidelines and limitations shall be deemed present at the meeting for all purposes under this chapter. For any annual meeting of members that is conducted by means of electronic or other remote communications without a physical assembly at a geographic location, the address of the electronic network or other communications site or connection specified in the notice of the meeting shall be deemed to be the place of the meeting.
RCW 24.03A.585 — Washington Code / Title 24 / Chapter 03A / Section 585
RCW 24.03A.585: Officers—Duties.
Status: in_force

(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 annually, and officers shall serve until their respective successors have been elected or appointed or until their earlier removal or resignation. (3) The same individual may simultaneously hold more than one office in a nonprofit corporation, except that the same individual may not hold the offices of president and secretary. (4) Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board or by direction of an officer authorized by the board to prescribe the duties of other officers.
RCW 24.03A.265 — Washington Code / Title 24 / Chapter 03A / Section 265
RCW 24.03A.265: Effect of registration.
Status: in_force

(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 later imposed on, a domestic nonprofit corporation of like character. (2) This chapter does not authorize this state to regulate the organization or internal affairs of a registered foreign nonprofit corporation. (3) For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be delivered to the secretary of state for filing, the records must be delivered to the insurance commissioner rather than the secretary of state.
RCW 24.03A.560 — Washington Code / Title 24 / Chapter 03A / Section 560
RCW 24.03A.560: Waiver of notice.
Status: in_force

(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 the notice, and filed with the minutes or corporate records. (2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
RCW 24.03A.750 — Washington Code / Title 24 / Chapter 03A / Section 750
RCW 24.03A.750: Abandonment of merger.
Status: in_force

(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 any time before the merger has become effective, it may be abandoned by a domestic nonprofit corporation that is a party thereto without action by its members, in accordance with any procedures set forth in the plan of merger or, if no procedures are set forth in the plan, in the manner determined by the board, subject to any contractual rights of other parties to the merger. (2) If a merger is abandoned under subsection (1) of this section after articles of merger have been filed by the secretary of state but before the merger has become effective, then a statement that the merger has been abandoned in accordance with this section, executed on behalf of a party to the merger by an officer or other authorized representative, must be delivered to the secretary of state for filing before the effective date of the merger. Upon filing by the secretary of state, the statement takes effect and the merger is deemed abandoned and shall not become effective.
RCW 24.03A.355 — Washington Code / Title 24 / Chapter 03A / Section 355
RCW 24.03A.355: Member's liability for corporate obligations.
Status: in_force

A member of a membership corporation is not personally liable for the acts, debts, liabilities, or obligations of the corporation.
RCW 24.03A.665 — Washington Code / Title 24 / Chapter 03A / Section 665
RCW 24.03A.665: Articles of amendment.
Status: in_force

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 officer or other authorized representative and set forth: (1) The name of the corporation; (2) The text of the amendment adopted; (3) The date of the amendment's adoption; and (4) If the amendment: (a) Was adopted by the board without member approval, a statement that the amendment was adopted by the board of directors, and that member approval was not required; or (b) Required approval by the members, a statement that the amendment was approved by the members in the manner required by this chapter and by the articles and bylaws.
RCW 24.03A.825 — Washington Code / Title 24 / Chapter 03A / Section 825
RCW 24.03A.825: Effect of for-profit conversion.
Status: in_force

(1) Except as provided in RCW 24.03A.770 , when a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation becomes effective: (a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment; (b) The liabilities of the corporation remain the liabilities of the corporation; (c) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred; (d) The articles of the domestic or foreign for-profit corporation become effective; (e) The memberships of the corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the plan of conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion; (f) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the corporation before or after the for-profit conversion, continues to inure to the corporation, subject to the express terms of the will or other instrument; and (g) The corporation is deemed to: (i) Be a domestic or foreign for-profit corporation for all purposes; and (ii) Be the same corporation without interruption as the nonprofit corporation. (2) The interest holder liability of a member in a domestic nonprofit corporation that converts to a domestic for-profit corporation is as follows: (a) The conversion does not discharge any interest holder liability of the member as a member of the nonprofit corporation to the extent the interest holder liability arose before the effective time of the articles of for-profit conversion. (b) The member does not have interest holder liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion. (c) The laws of this state continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred. (d) The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred. (3) A member who becomes subject to interest holder liability for some or all of the debts, obligations, or liabilities of the for-profit corporation has interest holder liability only for those debts, obligations, or liabilities of the for-profit corporation that arise after the effective time of the articles of for-profit conversion.
RCW 24.03A.725 — Washington Code / Title 24 / Chapter 03A / Section 725
RCW 24.03A.725: Limitations on charitable corporations.
Status: in_force

(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 unincorporated entity, only if the charitable corporation is the surviving corporation and continues to qualify as a charitable corporation after the merger. (2) No member of a charitable corporation may receive or keep anything as a result of a merger other than a membership in the surviving charitable corporation, unless: (a) The attorney general, or the court in a proceeding in which the attorney general has been given notice, has provided prior written consent; or (b) The member is a charitable corporation, another entity that is organized and operated exclusively for one or more charitable purposes, the federal government, or a tribal, state, or local government.
RCW 24.06.233 — Washington Code / Title 24 / Chapter 06 / Section 233
RCW 24.06.233: Merger or consolidation of domestic and foreign corporation—Participation in an exchange.
Status: in_force

One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange in the following manner, if such merger, consolidation, or exchange is permitted by the laws of the state under which each such foreign corporation is organized: (1) Each domestic corporation shall comply with the provisions of this title with respect to the merger, consolidation, or exchange, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title and Article 5 of chapter 23.95 RCW with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state: (a) An agreement that it may be served with process in accordance with RCW 23.95.450 in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to such merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; and (b) An agreement that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this title with respect to the rights of dissenting shareholders. The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise. (3) At any time prior to the effective date of the articles of merger, consolidation, or exchange, the merger, consolidation, or exchange, may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger, consolidation or exchange. In the event the merger, consolidation, or exchange is abandoned, the parties thereto shall execute a notice of abandonment signed by an officer for each corporation signing the notice and deliver the notice to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
RCW 24.06.200 — Washington Code / Title 24 / Chapter 06 / Section 200
RCW 24.06.200: Filing of articles of amendment—Procedure.
Status: in_force

The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
RCW 24.40.070 — Washington Code / Title 24 / Chapter 40 / Section 070
RCW 24.40.070: Severability—1971 c 59.
Status: in_force

If any provision of RCW 24.40.010 through 24.40.070 or the application thereof is held invalid, such invalidity shall not affect the other provisions or applications of RCW 24.40.010 through 24.40.070 which can be given effect without the invalid provision or application, and to this end the provisions of RCW 24.40.010 through 24.40.070 are declared to be severable.
RCW 24.03A.205 — Washington Code / Title 24 / Chapter 03A / Section 205
RCW 24.03A.205: Charitable purpose survives.
Status: in_force

Modification or release of a gift restriction shall not allow a gift to be used for a purpose other than a charitable purpose.
RCW 24.55.900 — Washington Code / Title 24 / Chapter 55 / Section 900
RCW 24.55.900: Effective date—2009 c 436.
Status: in_force

This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect immediately [May 11, 2009].
RCW 24.24.070 — Washington Code / Title 24 / Chapter 24 / Section 070
RCW 24.24.070: Control of business—Officers.
Status: in_force

The management and control of the business and property of such corporation shall be fixed in said board of trustees or board of directors, as the case may be. Said trustees or directors shall elect from their own number at each annual meeting of the corporation a president, vice president, secretary and treasurer, who shall perform the duties of their respective office in accordance with the bylaws of the corporation and the rules and regulations prescribed by the board of trustees or board of directors.
RCW 24.03A.904 — Washington Code / Title 24 / Chapter 03A / Section 904
RCW 24.03A.904: Authorization of voluntary dissolution.
Status: in_force

(1) Unless the articles or bylaws require a greater vote, a majority of the directors in office of a nonprofit corporation may authorize the dissolution of any nonprofit corporation that is not a membership corporation or is a membership corporation but has no members entitled to vote on its dissolution. (2) If a membership corporation has no members entitled to vote on dissolution, then the corporation shall deliver notice of the proposed dissolution to all members of the corporation at least ten days before the meeting at which the board is to authorize the dissolution. (3) For a membership corporation that has members that are entitled to vote on its dissolution: (a) The board may propose dissolution for submission to the members entitled to vote, and for such a proposal to dissolve to be authorized: (i) The board shall recommend dissolution to the members entitled to vote on the dissolution, unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the dissolution; (ii) The board may condition its submission of the proposal for dissolution on any basis, including approval of the proposed plan of distribution if required under RCW 24.03A.906 ; (iii) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members that includes the following statements: (A) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and (B) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined; and (iv) The members entitled to vote on the dissolution shall approve the proposal to dissolve as provided in (b) of this subsection. (b) Unless the articles, the bylaws, or the board acting pursuant to (a)(ii) of this subsection requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members entitled to vote thereon requires the approval of at least a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the proposal, the approval by a majority of the members in each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present.
RCW 24.12.005 — Washington Code / Title 24 / Chapter 12 / Section 005
RCW 24.12.005: Application of chapter.
Status: in_force

Effective August 1, 2009, a corporation sole may not be formed or incorporated under this chapter.
RCW 24.03A.080 — Washington Code / Title 24 / Chapter 03A / Section 080
RCW 24.03A.080: Powers of secretary of state.
Status: in_force

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.
RCW 24.03A.015 — Washington Code / Title 24 / Chapter 03A / Section 015
RCW 24.03A.015: Notice.
Status: in_force

(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 general circulation in the area where published, or by radio, television, or other form of public broadcast communication. (3) Notice, other than notice described in subsection (4) of this section, is effective at the earliest of the following: (a) When received; (b) When left at the recipient's residence or usual place of business; (c) Five days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed; or (d) On the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, or by commercial delivery service. (4) Notice in the form of a record by a membership corporation to a member is effective: (a) Five days after its deposit in the United States mail or with a commercial delivery service, if the postage or delivery charge is paid and the notice is correctly addressed to the member's address shown in the corporation's current record of members; (b) When given, if the notice is delivered by electronic transmission to the member's address shown in the corporation's current record of members; or (c) When given, if the notice is delivered in any other manner that the member has authorized. (5) Notice to a domestic or registered foreign nonprofit corporation may be delivered to its registered agent or to the corporation or its secretary at its principal office shown in its most recent annual report or, in the case of a foreign corporation that has not yet delivered an annual report, in its registration statement. (6) Where oral notice is permitted, it is effective when communicated, if communicated in a comprehensible manner. (7) If this chapter prescribes notice requirements for particular circumstances, those requirements govern. If the articles or bylaws prescribe notice requirements, not inconsistent with this section or other provisions of this chapter, those requirements govern. (8) With respect to electronic transmissions: (a) Unless otherwise provided in the articles or bylaws, or otherwise agreed between the sender and the recipient, an electronic transmission is received when: (i) It enters an electronic system that the recipient has designated or currently uses for the purpose of receiving electronic transmissions of the type sent; and (ii) It is in a form capable of being processed by that system. (b) An electronic transmission is received under (a)(i) of this subsection even if no individual is aware of its receipt. (c) Receipt of an electronic acknowledgment from an electronic system described in (a)(i) of this subsection establishes that a record was received but, by itself, does not establish that the content sent corresponds to the content received, and is not necessary for the record to be received. (9) A member may revoke in the form of a record a corporation's express or implied authorization to deliver notices or communications by electronic transmission to the member. Such authorization is deemed revoked with respect to a member if: (a) The corporation cannot deliver two consecutive notices or other communications to the member's address shown in the corporation's current record of members; and (b) The inability becomes known to the secretary or other person responsible for giving the notice or other communication; but the failure to treat the inability as a revocation does not invalidate any meeting or other action.
RCW 24.46.010 — Washington Code / Title 24 / Chapter 46 / Section 010
RCW 24.46.010: Finding—Intent.
Status: in_force

It is the finding of the legislature that foreign trade zones serve an important public purpose by the creation of employment opportunities within the state and that the establishment of zones designed to accomplish this purpose is to be encouraged. It is the further intent of the legislature that the department of commerce provide assistance to entities planning to apply to the United States for permission to establish such zones.
RCW 24.06.130 — Washington Code / Title 24 / Chapter 06 / Section 130
RCW 24.06.130: Number and election of directors.
Status: in_force

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 time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation. The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year. Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified. A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.
RCW 24.03A.125 — Washington Code / Title 24 / Chapter 03A / Section 125
RCW 24.03A.125: Bylaws.
Status: in_force

(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 with a provision of the articles, the provision of the articles controls.
RCW 24.03A.105 — Washington Code / Title 24 / Chapter 03A / Section 105
RCW 24.03A.105: Effectiveness of incorporation.
Status: in_force

(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 incorporation except in a proceeding by this state to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.
RCW 24.06.370 — Washington Code / Title 24 / Chapter 06 / Section 370
RCW 24.06.370: Authorization to conduct affairs in the state—Right of state to terminate registration.
Status: in_force

Upon the filing of the foreign registration statement by the secretary of state, the corporation shall be authorized to conduct affairs in this state for those purposes set forth in its application subject to the right of the state to terminate the registration as provided in RCW 23.95.550 .
RCW 24.40.030 — Washington Code / Title 24 / Chapter 40 / Section 030
RCW 24.40.030: Articles of incorporation deemed to contain provisions for distribution.
Status: in_force

The articles of incorporation of every corporation to which this chapter applies shall be deemed to contain a provision requiring such corporation to distribute, for the purposes specified in its articles of incorporation, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1954.
RCW 24.55.035 — Washington Code / Title 24 / Chapter 55 / Section 035
RCW 24.55.035: Delegation of management and investment functions.
Status: in_force

(1) Subject to any specific limitation set forth in a gift instrument or in law other than this chapter, an institution may delegate to an external agent the management and investment of an institutional fund to the extent that an institution could prudently delegate under the circumstances. An institution shall act in good faith, with the care that an ordinarily prudent person in a like position would exercise under similar circumstances, in: (a) Selecting an agent; (b) Establishing the scope and terms of the delegation, consistent with the purposes of the institution and the institutional fund; and (c) Periodically reviewing the agent's actions in order to monitor the agent's performance and compliance with the scope and terms of the delegation. (2) In performing a delegated function, an agent owes a duty to the institution to exercise reasonable care to comply with the scope and terms of the delegation. (3) An institution that complies with subsection (1) of this section is not liable for the decisions or actions of an agent to which the function was delegated. (4) By accepting delegation of a management or investment function from an institution that is subject to the laws of this state, an agent submits to the jurisdiction of the courts of this state in all proceedings arising from or related to the delegation or the performance of the delegated function. (5) An institution may delegate management and investment functions to its committees, officers, or employees as authorized by law.
RCW 24.03A.895 — Washington Code / Title 24 / Chapter 03A / Section 895
RCW 24.03A.895: Effect of dispositions.
Status: in_force

Unless a domestic entity that is a party to a disposition of assets obtains an appropriate order of the court or approval from the attorney general under the law of this state, a disposition of assets under RCW 24.03A.885 through 24.03A.902 may not affect: (1) Any restriction imposed upon the entity by its organic documents or other governing authority that may not be amended by its directors, members, or interest holders; or (2) The existing rights of persons other than members, shareholders, or interest holders of the entity.
RCW 24.03A.245 — Washington Code / Title 24 / Chapter 03A / Section 245
RCW 24.03A.245: Public benefit designation.
Status: in_force

(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 corporation is currently recognized by the internal revenue service as an organization described in section 501(c)(3) of the internal revenue code or is exempt from applying for that recognition under section 508(c) of the internal revenue code. (2) A temporary designation as a public benefit nonprofit corporation may be provided to a corporation that has applied to the internal revenue service for recognition of its status as an organization described in section 501(c)(3) of the internal revenue code. The temporary designation is valid for up to one year and may be renewed at the discretion of the secretary of state. (3) Designation of a corporation as a public benefit nonprofit corporation does not alter the applicability to the corporation of any other provision of this chapter.