RCW 24.03A.160 — Washington Code / Title 24 / Chapter 03A / Section 160
RCW 24.03A.160: Reasonable compensation permitted.
Status: in_force

A nonprofit corporation, including a charitable corporation, may pay reasonable compensation to members, directors, or officers for services rendered, or reimburse reasonable expenses incurred by members, directors, or officers in connection with services rendered.
RCW 24.03A.140 — Washington Code / Title 24 / Chapter 03A / Section 140
RCW 24.03A.140: General powers.
Status: in_force

Unless its articles provide otherwise, every nonprofit corporation has perpetual duration and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power to: (1) Sue and be sued, complain[,] and defend in its corporate name; (2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; (3) Make and amend bylaws and policies, not inconsistent with its articles or with the laws of this state, for managing and regulating the affairs of the corporation; (4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located; (5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; (6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity; (7) Make contracts; make guarantees that may reasonably be expected to benefit, directly or indirectly, the guarantor corporation; incur liabilities; borrow money; issue notes, bonds, and other obligations; and secure any of its obligations by mortgage or pledge of any of its property or income; (8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by RCW 24.03A.605 ; (9) Be a promoter, partner, shareholder, member, trustee, associate, or manager of any partnership, joint venture, trust, or other entity; (10) Conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state; (11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit, except as limited by RCW 24.03A.605 and 24.03A.610 ; (12) Pay pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents, except as limited by RCW 24.03A.610 ; (13) Make donations for charitable purposes; (14) Impose dues, assessments, admission, and transfer fees on its members; (15) Establish conditions for admission or removal of members, admit or remove members, and issue memberships; (16) Carry on a business, and, subject to the requirements of RCW 24.03A.155 and 24.03A.610 , make net profits and accumulate reserves; and (17) Make payments or donations, or do any other acts, not inconsistent with law, that further the purposes, activities, and affairs of the corporation.
RCW 24.36.360 — Washington Code / Title 24 / Chapter 36 / Section 360
RCW 24.36.360: Levy of assessments.
Status: in_force

An association may levy assessments in the manner and in the amount provided in its bylaws.
RCW 24.55.007 — Washington Code / Title 24 / Chapter 55 / Section 007
RCW 24.55.007: Uniformity of application and construction.
Status: in_force

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
RCW 24.06.605 — Washington Code / Title 24 / Chapter 06 / Section 605
RCW 24.06.605: Locally regulated utilities—Involuntary termination of electric service during heat-related alerts prohibited—Reconnection and repayment plan—Report.
Status: in_force

*** CHANGE IN 2026 *** (SEE 2575.SL ) ***

(1) As used in this section, any locally regulated utility as defined in RCW 24.06.600 may not effect, due to lack of payment, an involuntary termination of electric utility service to any residential user, including tenants of metered apartment buildings and residents of mobile homes, on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. (2)(a) A residential user at whose dwelling electric utility service has been disconnected for lack of payment may request that the locally regulated utility reconnect service on any day for which the national weather service has issued or has announced that it intends to issue a heat-related alert, such as an excessive heat warning, a heat advisory, an excessive heat watch, or a similar alert, for the area in which the residential user's address is located. The locally regulated utility shall inform all customers in the notice of disconnection of the ability to seek reconnection and provide clear and specific information on how to make that request, including how to contact the utility. (b) Upon receipt of a request made pursuant to (a) of this subsection, the locally regulated utility shall promptly make a reasonable attempt to reconnect service to the dwelling. The locally regulated utility, in connection with a request made pursuant to (a) of this subsection, may require the residential user to enter into a payment plan prior to reconnecting service to the dwelling. If the locally regulated utility requires the residential user to enter into a repayment plan, the repayment plan must comply with subsection (3) of this section. (3) A repayment plan required by a locally regulated utility pursuant to subsection (2)(b) of this section will be designed both to pay the past due bill by the following May 15th, or as soon as possible after May 15th if needed to maintain monthly payments that are no greater than six percent of the customer's monthly income, and to pay for continued utility service. The plan must not require monthly payments in excess of six percent of the customer's monthly income. A customer may agree to pay a higher percentage during this period, but will not be in default unless payment during this period is less than six percent of the customer's monthly income. If assistance payments are received by the customer subsequent to implementation of the plan, the customer shall contact the locally regulated utility to reformulate the plan. (4) On an annual basis, each locally regulated utility with more than 25,000 retail electric customers in Washington must submit a report to the department of commerce that includes the total number of disconnections that occurred on each day for which the national weather service issued, or announced that it intended to issue, a heat-related alert. Locally regulated utilities with fewer than 25,000 retail electric customers in Washington must provide similar information upon request by the department. (a) Subject to availability, each locally regulated utility must provide any other information related to utility disconnections that is requested by the department. (b) The information required in this subsection must be submitted in a form, timeline, and manner as prescribed by the department.
RCW 24.03A.910 — Washington Code / Title 24 / Chapter 03A / Section 910
RCW 24.03A.910: Articles of dissolution.
Status: in_force

(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260 . The articles of dissolution shall set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) The effective date of the dissolution, which may be the date on which the articles of dissolution are filed or any date and time up to thirty days thereafter; (d) Whether it is a membership corporation and, if it is a membership corporation, whether it has members that have a right to vote on its dissolution; (e) If the corporation is not a membership corporation or has no members that have a right to vote on its dissolution, that the dissolution was authorized by the requisite number of directors; (f) If the corporation is a membership corporation that has members that have a right to vote on its dissolution, that the requisite number of members has approved the proposal to dissolve; (g) Whether the corporation is a charitable corporation or is holding property for charitable purposes; (h) If the corporation is a charitable corporation or is holding property for charitable purposes, that the attorney general has approved, or is deemed to have approved, the corporation's plan of distribution pursuant to RCW 24.03A.908 ; and (i) That the net assets of the corporation remaining after winding up have been, or will be, distributed in accordance with the corporation's articles and bylaws and the corporation's adopted plan of distribution. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) For purposes of RCW 24.03A.904 through 24.03A.926 , "dissolved corporation" means a nonprofit corporation whose articles of dissolution have become effective and includes a liquidating trust, if any, or other acquirer entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
RCW 24.03A.195 — Washington Code / Title 24 / Chapter 03A / Section 195
RCW 24.03A.195: Binding agreement to modify or release restrictions.
Status: in_force

(1) If a gift instrument limits the use of the gift to one or more charitable purposes, and the conditions set forth in subsection (3) or (4) of this section are satisfied, then the gift instrument may be modified by agreement of the nonprofit corporation, the attorney general, and all other interested parties. (2) For purposes of this section, an "interested party" does not include: (a) The donor; or (b) Any member of any charitable class that the gift would benefit, either before or after the modifications to be made by the agreement. (3) A restriction related to a gift's management or investment may be modified by an agreement described in subsection (1) of this section if: (a) Because of circumstances not anticipated by the donor, modification will further the charitable purpose of the gift; (b) Enforcement of the restriction has become impracticable or wasteful; or (c) Enforcement of the restriction impairs the management or investment of the gift. (4) A restriction on the use of a gift relating to the gift's charitable purpose, rather than its management or investment, may be modified by an agreement described in subsection (1) of this section if the purpose becomes unlawful, impracticable, impossible to achieve, or wasteful. (5) An agreement described in subsection (1) of this section must: (a) Be in writing and executed by all of the parties; (b) Be binding and conclusive on the nonprofit corporation and all other parties with a beneficial interest in the gift; (c) Identify the gift instrument and the term or terms of the gift instrument that it modifies; (d) Describe completely the modifications that it would make; (e) Set forth the reasons why the modifications would comply with subsection (3) or (4) of this section; and (f) State changes to the charitable purposes to which the use of the gift is limited, if any, resulting from the modifications. (6) The nonprofit corporation or its legal representative may file the executed agreement with the court within thirty days of the agreement's execution by all parties. Upon filing of the executed agreement with the court: (a) The agreement becomes effective and equivalent to a final court order binding on the nonprofit corporation and all other parties with a beneficial interest in the use of the gift; and (b) The modifications are deemed approved by the court, and have the same effect as if the court ordered them pursuant to RCW 24.03A.200 . (7) The nonprofit corporation or its legal representative may, as an alternative to the procedure described in subsection (6) of this section, petition the court for a hearing for presentation of an agreement entered under this section to the court within twenty-one days of the agreement's execution by all parties. The nonprofit corporation shall (a) provide notice of the time and date of the hearing to each party to the agreement unless that party has waived notice in the form of a record, and (b) file proof of mailing or delivery of the notice or waiver with the court. At the hearing, the court shall review the agreement on behalf of all the parties. The court shall determine whether the agreement adequately represents and protects the interests of the parties and the public interest, and enter an order declaring its determination. If the court determines that the agreement does not adequately represent and protect those interests, then the agreement is void.
RCW 24.60.070 — Washington Code / Title 24 / Chapter 60 / Section 070
RCW 24.60.070: Tort liability or immunity—Good faith.
Status: in_force

(1) For purposes of tort liability or immunity, an emergency responder of a responding member jurisdiction is considered an agent of the requesting member jurisdiction. (2) A responding member jurisdiction rendering aid under this system is not liable for the acts or omissions in good faith of the responding member jurisdiction's emergency responders or resources. (3) For purposes of this section, good faith does not include willful misconduct, gross negligence, or recklessness.
RCW 24.06.335 — Washington Code / Title 24 / Chapter 06 / Section 335
RCW 24.06.335: Survival of remedies after dissolution.
Status: reserved

The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, or (2) by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in this chapter, or (3) by expiration of its period of duration, shall not take away or impair any remedy available to or against such corporation, its directors, officers, members, or shareholders, for any right or claim existing, or any liability incurred, prior to such dissolution if action or other proceeding thereon is commenced within two years from the date of dissolution. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name and capacity. The members, shareholders, directors, and officers shall have power to take such corporate or other action as shall be appropriate to protect any remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, such corporation may amend its articles of incorporation at any time during the two years following dissolution, in order to extend its period of duration. If, during the period of dissolution, another person or corporation has reserved or adopted a corporate name which is identical to or deceptively similar to the dissolved corporation's name, the corporation extending its period of duration shall be required to adopt another name consistent with the requirements of this chapter and to amend its articles of incorporation accordingly. The corporation shall also pay to the state all fees and penalties which would otherwise have been due if the corporate charter had not expired, plus a reinstatement fee of twenty-five dollars.
RCW 9.24.010 — Washington Code / Title 24 / Chapter 24 / Section 010
RCW 9.24.010: Fraud in stock subscription.
Status: in_force

Every person who shall sign the name of a fictitious person to any subscription for or any agreement to take stock in any corporation existing or proposed, and every person who shall sign to any such subscription or agreement the name of any person, knowing that such person does not intend in good faith to comply with the terms thereof, or upon any understanding or agreement that the terms of such subscription or agreement are not to be complied with or enforced, shall be guilty of a gross misdemeanor.Any ten or more residents of this state who are members of any chartered body or of different chartered bodies of any fraternal order or society who shall desire to incorporate for the purpose of owning real or personal property or both real and personal property for the purpose and for the benefit of such bodies, may make and execute articles of incorporation, which shall be executed in duplicate, and shall be subscribed by each of the persons so associating themselves together: PROVIDED, That no lodge shall be incorporated contrary to the provisions of the laws and regulations of the order or society of which it is a constituent part. Such articles, at the election of the incorporators, may either provide for the issuing of capital stock or for incorporation as a society of corporation without shares of stock. One of such articles shall be filed in the office of the secretary of state in accordance with Article 2 of chapter 23.95 RCW, accompanied by a filing fee established by the secretary of state under RCW 23.95.260 , and the other of such articles shall be preserved in the records of the corporation.
RCW 24.06.160 — Washington Code / Title 24 / Chapter 06 / Section 160
RCW 24.06.160: Books and records.
Status: in_force

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members and shareholders entitled to vote. All books and records of a corporation may be inspected by any member or shareholder, or his or her agent or attorney, for any proper purpose at any reasonable time.
RCW 24.03A.820 — Washington Code / Title 24 / Chapter 03A / Section 820
RCW 24.03A.820: Articles of for-profit conversion.
Status: in_force

(1) Articles of for-profit conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles shall set forth: (a) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of RCW 23B.04.010 , or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of RCW 23B.04.010 ; (b) Whether the corporation is holding assets for charitable purposes; (c) If the corporation is holding assets for charitable purposes, that the attorney general has approved, or is deemed to have approved, the for-profit conversion pursuant to RCW 24.03A.770 (4); (d) If the surviving corporation is a foreign for-profit corporation, its name after the conversion and its jurisdiction of incorporation; (e) If the nonprofit corporation has members with voting rights with respect to the for-profit conversion, a statement that the plan of for-profit conversion was approved by the members in the manner required by this chapter and the articles or bylaws; and (f) Where there are no members or no members having voting rights with respect to the for-profit conversion, a statement to that effect, the date of the meeting of the board at which the amendment was adopted, and a statement that the amendment received the vote of a majority of directors in office. (2) If the surviving corporation is a domestic for-profit corporation, then the articles of for-profit conversion shall either contain all of the provisions that RCW 23B.02.020 requires to be set forth in articles of incorporation of a domestic for-profit corporation and any other desired provisions permitted under Title 23B RCW, or have attached articles of incorporation that satisfy the requirements of RCW 23B.02.020 . In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic for-profit corporation may be omitted, except that the name and address of the initial registered agent of the for-profit corporation must be included. (3) The articles of for-profit conversion and articles of incorporation, if a separate document, must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210 .
RCW 24.03A.625 — Washington Code / Title 24 / Chapter 03A / Section 625
RCW 24.03A.625: Removal by judicial proceeding.
Status: in_force

(1) The court may remove a director or officer from office in a proceeding commenced by or in the right of the corporation if the court finds that: (a) The director or officer engaged in fraudulent conduct with respect to the corporation or its members, knowingly inflicted harm on the corporation, or engaged in acts or omissions constituting gross negligence with respect to the director's or officer's duties; and (b) Considering the course of conduct of the director or officer and the inadequacy of other available remedies, removal would be in the best interest of the corporation. (2) An action under this section may be commenced by a member, individual director, or delegate. The attorney general may also commence an action under this section if the corporation holds property for charitable purposes. (3) The court, in addition to removing the director or officer, may bar the director or officer from being reelected, redesignated, or reappointed as a director, an officer, or both for a period prescribed by the court. (4) Nothing in this section limits the equitable powers of the court to order other relief. (5) If a proceeding is commenced under this section to remove a director or officer of a charitable corporation, then the plaintiff shall give the attorney general notice in the form of a record of the commencement of the proceeding.
RCW 24.03A.280 — Washington Code / Title 24 / Chapter 03A / Section 280
RCW 24.03A.280: Service on foreign nonprofit corporation.
Status: in_force

(1) A registered foreign nonprofit corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. (2) Service upon a registered foreign nonprofit corporation made by serving its registered agent, or service on the registered foreign nonprofit corporation in the absence of a registered agent, is governed by chapter 23.95 RCW.
RCW 9.24.030 — Washington Code / Title 24 / Chapter 24 / Section 030
RCW 9.24.030: Insolvent bank receiving deposit.
Status: in_force

Every owner, officer, stockholder, agent or employee of any person, firm, corporation or association engaged, wholly or in part, in the business of banking or receiving money or negotiable paper or securities on deposit or in trust, who shall accept or receive, with or without interest, any deposit, or who shall consent thereto or connive thereat, when he or she knows or has good reason to believe that such person, firm, corporation or association is unsafe or insolvent, is guilty of a class B felony and shall be punished by imprisonment in a state correctional facility for not more than ten years, or by a fine of not more than ten thousand dollars.Upon making and filing such articles of incorporation the persons subscribing the same and their successors in office and associates, by the name assumed in such articles, shall thereafter be deemed a body corporate, and may acquire and possess real and personal property and may erect and own suitable building or buildings to be used, in whole or in part, for meetings of fraternal bodies, and for all social and fraternal purposes of the several bodies represented in the membership of the corporation, and may exercise all other powers that may lawfully be exercised by other corporations organized under the general incorporation laws of Washington, including the power to borrow money, and for that purpose may issue its bonds and mortgage its property to secure the payment of such bonds.
RCW 24.36.380 — Washington Code / Title 24 / Chapter 36 / Section 380
RCW 24.36.380: Use of association's facilities—Disposition of proceeds.
Status: in_force

An association may use or employ any of its facilities for any purpose: PROVIDED, That the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value than such as are handled by it for its members.
RCW 24.03A.405 — Washington Code / Title 24 / Chapter 03A / Section 405
RCW 24.03A.405: List of members for meeting.
Status: in_force

(1) After fixing a record date for a meeting, a membership corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of that meeting of the members. The list of members shall show the address of and number of votes each member is entitled to cast at the meeting, except that the address of any member who is known to the corporation to be a participant in the address confidentiality program described in chapter 40.24 RCW or any similar law may be omitted. (2) The list of members must be available for inspection by any member, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the membership corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A member or the member's agent, on demand in the form of a record, may inspect and, subject to the requirements of RCW 24.03A.215 (4), copy the list, during regular business hours and at the member's expense, during the period it is available for inspection. (3) The membership corporation shall make the list of members available at the meeting, and a member or the member's agent may inspect the list at any time during the meeting or any adjournment. (4) If a membership corporation refuses to allow a member or the member's agent to inspect the list of members before or at the meeting or copy the list as permitted by subsection (2) of this section, then the court, on application of the member, may: (a) Summarily order the inspection or copying at the corporation's expense; (b) Postpone the meeting for which the list was prepared until the inspection or copying is complete; (c) Order the corporation to pay the member's costs including reasonable attorneys' fees incurred to obtain the order; and (d) Order other appropriate relief. (5) Refusal or failure to prepare or make available the list of members does not affect the validity of action taken at the meeting. (6) Instead of making the list of members available as provided in subsection (2) of this section, a membership corporation may state in a notice of meeting that the corporation has elected to proceed under this subsection. A member of a corporation that has elected to proceed under this subsection shall state in the member's demand for inspection a proper purpose for inspection. Within ten business days after receiving a demand under this subsection, the corporation shall deliver to the member making the demand an offer of a reasonable alternative method of achieving the purpose identified in the demand without providing access to or a copy of the list of members. An alternative method that reasonably and in a timely manner accomplishes the proper purpose set forth in the demand relieves the corporation from making the list of members available under subsection (4)(b) of this section, unless within a reasonable time after acceptance of the offer the corporation fails to do the things it offered to do. Any rejection of the corporation's offer must be in the form of a record and indicate the reasons the alternative proposed by the corporation does not meet the proper purpose of the demand.
RCW 24.06.235 — Washington Code / Title 24 / Chapter 06 / Section 235
RCW 24.06.235: Effect of merger or consolidation.
Status: in_force

When such merger or consolidation has been effected: (1) The several corporations party to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. (2) The separate existence of all corporations party to the plan of merger or consolidation, except the surviving or new corporation, shall cease. (3) The surviving or new corporation shall have all the rights, privileges, immunities and powers, and shall be subject to all the duties and liabilities of a corporation organized under this chapter. (4) The surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, whether of a public or a private nature, of each of the merging or consolidating corporations; all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and no title to any real estate, or any interest therein, vested in any of such corporations shall not revert nor be in any way impaired by reason of such merger or consolidation. (5) The surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. No rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation. (6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.
RCW 24.20.030 — Washington Code / Title 24 / Chapter 20 / Section 030
RCW 24.20.030: Powers—Not subject to license fees.
Status: in_force

Such lodge or other society shall be a body politic and corporate with all the powers and incidents of a corporation upon its compliance with RCW 24.20.010 and 24.20.020 : PROVIDED, HOWEVER, That such fraternal corporation shall not be subject to any license fee or other corporate tax of commercial corporations.
RCW 24.06.225 — Washington Code / Title 24 / Chapter 06 / Section 225
RCW 24.06.225: Articles of merger or consolidation.
Status: in_force

(1) Upon approval, articles of merger or articles of consolidation shall be executed by each corporation, by an officer of each corporation, and shall set forth: (a) The plan of merger or the plan of consolidation; (b) A statement setting forth the date of the meeting of members or shareholders at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members. (2) The articles of merger or articles of consolidation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.
RCW 24.55.010 — Washington Code / Title 24 / Chapter 55 / Section 010
RCW 24.55.010: Definitions.
Status: in_force

In this chapter: (1) "Charitable purpose" means the relief of poverty, the advancement of education or religion, the promotion of health, the promotion of a governmental purpose, or any other purpose the achievement of which is beneficial to the community. (2) "Endowment fund" means an institutional fund or part thereof that, under the terms of a gift instrument, is not wholly expendable by the institution on a current basis. "Endowment fund" does not include assets that an institution designates as an endowment fund for its own use. (3) "Gift instrument" means a record or records, including an institutional solicitation, under which property is granted to, transferred to, or held by an institution as an institutional fund. (4) "Institution" means: (a) A person, other than an individual, organized and operated exclusively for charitable purposes; (b) A government or governmental subdivision, agency, or instrumentality, to the extent that it holds funds exclusively for a charitable purpose; or (c) A trust that had both charitable and noncharitable interests, after all noncharitable interests have terminated. (5) "Institutional fund" means a fund held by an institution exclusively for charitable purposes. "Institutional fund" does not include: (a) Program-related assets; (b) A fund held for an institution by a trustee that is not an institution; or (c) A fund in which a beneficiary that is not an institution has an interest, other than an interest that could arise upon violation or failure of the purposes of the fund. (6) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. (7) "Program-related asset" means an asset held by an institution primarily to accomplish a charitable purpose of the institution and not primarily for investment. (8) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
RCW 24.06.025 — Washington Code / Title 24 / Chapter 06 / Section 025
RCW 24.06.025: Articles of incorporation.
Status: in_force

The articles of incorporation shall set forth: (1) The name of the corporation. (2) The period of duration, which may be perpetual or for a stated number of years. (3) The purpose or purposes for which the corporation is organized. (4) The qualifications and the rights and responsibilities of the members and the manner of their election, appointment, or admission to membership and termination of membership; and, if there is more than one class of members or if the members of any one class are not equal, the relative rights and responsibilities of each class or each member. (5) If the corporation is to have capital stock: (a) The aggregate number of shares which the corporation shall have authority to issue; if such shares are to consist of one class only, the par value of each of such shares, or a statement that all of such shares are without par value; or, if such shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value; (b) If the shares are to be divided into classes, the designation of each class and a statement of the preferences, limitations, and relative rights in respect of the shares of each class; (c) If the corporation is to issue the shares of any preferred or special class in series, then the designation of each series and a statement of the variations in the relative rights and preferences as between series insofar as the same are to be fixed in the articles of incorporation, and a statement of any authority to be vested in the board of directors to establish series and fix and determine the variations in the relative rights and preferences as between series; (d) Any provision limiting or denying to shareholders the preemptive right to acquire additional shares of the corporation. (6) If the corporation is to distribute surplus funds to its members, stockholders, or other persons, provisions for determining the amount and time of the distribution. (7) Provisions for distribution of assets on dissolution or final liquidation. (8) Whether a dissenting shareholder or member shall be limited to a return of less than the fair value of his or her shares or membership. (9) The address of its initial registered office, including street and number, and the name of its initial registered agent at such address. (10) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors. (11) The name and address of each incorporator. (12) Any provision, not inconsistent with law, for the regulation of the internal affairs of the association, including: (a) Overriding the release from liability provided in RCW 24.06.035 (2); and (b) Any provision which under this title is required or permitted to be set forth in the bylaws. It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter. Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling. In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
RCW 24.36.270 — Washington Code / Title 24 / Chapter 36 / Section 270
RCW 24.36.270: Liability of member for association's debts.
Status: in_force

No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his or her membership fee or his or her subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof.
RCW 24.03A.480 — Washington Code / Title 24 / Chapter 03A / Section 480
RCW 24.03A.480: Action without meeting by ballot.
Status: in_force

(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter. (2) A ballot must: (a) Be in the form of a record; (b) Set forth each proposed action; (c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and (d) Provide an opportunity to vote for or against each other proposed action. (3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (4) All requests for votes by ballot must: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member. (5) Except as provided in the articles or bylaws, a ballot may not be revoked.
RCW 24.60.005 — Washington Code / Title 24 / Chapter 60 / Section 005
RCW 24.60.005: System established—Member jurisdictions.
Status: in_force

(1) The intrastate building safety mutual aid system is established to provide for mutual assistance among member jurisdictions in the case of a building safety emergency or to participate in training and exercises. (2) Unless otherwise provided in subsection (3) of this section, the following governmental entities are member jurisdictions of the intrastate building safety mutual aid system: (a) Counties; (b) Cities and towns; (c) Tribal governmental entities that declare an intention, in writing, to participate as a member jurisdiction in the intrastate building safety mutual aid system; and (d) Other governmental entities with responsibilities of ensuring building safety. (3) Nothing in this section precludes a governmental entity participating in the intrastate building safety mutual aid system from entering into other mutual aid agreements otherwise permitted by law. (4) Mutual assistance may include immediate responses to a building safety emergency, effort to mitigate or prevent further damages, or recovery activities. (5) Nothing in this section is intended to interfere with other mutual aid systems established by law. Existing mutual aid systems including fire and law enforcement mobilization systems established by RCW 43.43.960 through 43.43.975 are unaffected by this chapter.
RCW 24.06.045 — Washington Code / Title 24 / Chapter 06 / Section 045
RCW 24.06.045: Corporate name.
Status: in_force

The corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW.
RCW 24.50.005 — Washington Code / Title 24 / Chapter 50 / Section 005
RCW 24.50.005: Findings—Intent.
Status: in_force

(1) The legislature finds that: (a) To perform in the emerging global marketplace, Washington manufacturers must master new technologies, production processes, and methods of work organization; (b) Only through modernization can Washington manufacturers both compete successfully in the market of the future and pay good wages; (c) Most small and midsize manufacturers cannot easily access the technical assistance and skills training needed to make them globally competitive; (d) To be effective, any program to improve the capability of Washington small and midsize manufacturers must reflect the specific needs and capabilities of those firms. (2) It is the intent of the legislature that the state increase its support for delivery of modernization services to small and midsize manufacturers and leverage federal and private resources devoted to such efforts. It is the further intent of the legislature that the state facilitate the delivery of modernization services and: (a) Encourage small and midsize firms to aggregate their demand for training and other modernization services, thus driving down the cost to the individual firm and securing more effective services; and (b) Encourage large firms to support training consortia among their suppliers and validate the importance of high performance work organization and workplace learning as desirable supplier practices.
RCW 24.06.075 — Washington Code / Title 24 / Chapter 06 / Section 075
RCW 24.06.075: Shares—Consideration, fixing.
Status: in_force

(1) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board of directors. (2) Shares without par value shall be issued for such consideration expressed in dollars as may be fixed from time to time by the board of directors.
RCW 24.03A.755 — Washington Code / Title 24 / Chapter 03A / Section 755
RCW 24.03A.755: Definitions.
Status: in_force

The definitions in this section apply throughout this section and RCW 24.03A.760 through 24.03A.880 unless the context clearly requires otherwise. (1) "Conversion" means a transaction authorized by RCW 24.03A.810 , 24.03A.835 , or 24.03A.855 . (2) "Converting corporation" means the domestic or foreign nonprofit or for-profit corporation that approves a conversion pursuant to RCW 24.03A.755 through 24.03A.880 or its organic law. (3) "Converting entity" means the domestic or foreign entity that approves a conversion pursuant to RCW 24.03A.855 or its organic law. (4) "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication. (5) "Domesticating corporation" means the domestic nonprofit corporation that adopts a plan of domestication pursuant to RCW 24.03A.790 or the foreign nonprofit corporation that approves a domestication pursuant to its organic law. (6) "Domestication" means a transaction authorized by RCW 24.03A.785 . (7) "Surviving corporation" means the corporation as it continues in existence immediately after consummation of a for-profit conversion pursuant to RCW 24.03A.810 , a foreign for-profit conversion and domestication pursuant to RCW 24.03A.835 , or an entity conversion pursuant to RCW 24.03A.855 . (8) "Surviving entity" means the unincorporated entity as it continues in existence immediately after consummation of an entity conversion pursuant to RCW 24.03A.855 .
RCW 24.06.105 — Washington Code / Title 24 / Chapter 06 / Section 105
RCW 24.06.105: Notice of meetings.
Status: in_force

Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice given by electronic transmission, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail or electronic transmission, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member or shareholder entitled to vote at such meeting. If provided in the articles of incorporation, notice of regular meetings other than annual may be made by providing each member with the adopted schedule of regular meetings for the ensuing year at any time after the annual meeting and ten days prior to a regular meeting and at any time when requested by a member or by such other notice as may be prescribed by the bylaws. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member or shareholder at his or her address as it appears on the records of the corporation, with postage thereon prepaid. If sent by electronic transmission, the notice is deemed to be delivered when sent, addressed to the member or shareholder at his or her electronic transmission address as it appears on the records of the corporation.
RCW 24.03A.835 — Washington Code / Title 24 / Chapter 03A / Section 835
RCW 24.03A.835: For-profit domestication and conversion.
Status: in_force

A foreign for-profit corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the law of the foreign jurisdiction.
RCW 24.36.100 — Washington Code / Title 24 / Chapter 36 / Section 100
RCW 24.36.100: Stock associations—Statement in articles.
Status: in_force

If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the aggregate par value of all shares; and if the shares are to be without par value it shall be so stated.
RCW 24.06.090 — Washington Code / Title 24 / Chapter 06 / Section 090
RCW 24.06.090: Preemptive share acquisition rights.
Status: in_force

The preemptive right of a shareholder to acquire unissued shares of a corporation may be limited or denied to the extent provided in the articles of incorporation.
RCW 24.03A.934 — Washington Code / Title 24 / Chapter 03A / Section 934
RCW 24.03A.934: Reinstatement of administratively dissolved corporation.
Status: in_force

A nonprofit corporation administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement by following the procedure and meeting the requirements set forth in RCW 23.95.615 . A nonprofit corporation denied reinstatement may obtain judicial review of the denial within the time specified in RCW 23.95.620 .
RCW 24.06.475 — Washington Code / Title 24 / Chapter 06 / Section 475
RCW 24.06.475: Interrogatories by secretary of state.
Status: in_force

The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director thereof such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether such corporation has complied with all of the provisions of this chapter applicable to such corporation. All such interrogatories shall be answered within thirty days after the mailing thereof, or within such additional time as shall be fixed by the secretary of state, and the answers thereto shall be full and complete, made in writing, and under oath. If such interrogatories are directed to an individual, they shall be answered personally by him or her, and if directed to the corporation they shall be answered by the president, a vice president, a secretary or any assistant secretary thereof. The secretary of state need not file any document to which such interrogatories relate until such interrogatories are answered as required by this section, and even not then if the answers thereto disclose that the document is not in conformity with the provisions of this chapter. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto which disclose a violation of any of the provisions of this chapter.
RCW 24.06.440 — Washington Code / Title 24 / Chapter 06 / Section 440
RCW 24.06.440: Annual report of domestic and foreign corporations.
Status: in_force

Each domestic corporation, and each foreign corporation registered to conduct affairs in this state, shall deliver an annual report to the secretary of state in accordance with RCW 23.95.255 .
RCW 24.06.610 — Washington Code / Title 24 / Chapter 06 / Section 610
RCW 24.06.610: Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.
Status: in_force

The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity usage by those customers during the locally regulated utility's particular irrigation season.
RCW 24.06.505 — Washington Code / Title 24 / Chapter 06 / Section 505
RCW 24.06.505: Waiver of notice.
Status: in_force

Whenever any notice is required to be given to any member, shareholder or director of a corporation under the provisions of this chapter or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether made before or given after the time stated therein, shall be equivalent to the giving of such notice.
RCW 24.55.075 — Washington Code / Title 24 / Chapter 55 / Section 075
RCW 24.55.075: Relation to electronic signatures in global and national commerce act.
Status: in_force

This chapter modifies, limits, and supersedes the electronic signatures in global and national commerce act (15 U.S.C. Sec. 7001 et seq.), but does not modify, limit, or supersede 15 U.S.C. Sec. 7001 (c), or authorize electronic delivery of any of the notices described in 15 U.S.C. Sec. 7003(b).
RCW 24.34.020 — Washington Code / Title 24 / Chapter 34 / Section 020
RCW 24.34.020: Monopoly or restraint of trade—Complaint—Procedure.
Status: in_force

If the attorney general has reason to believe that any such association as provided for in RCW 24.34.010 monopolizes or restrains trade to such an extent that the price of any agricultural product is unduly enhanced by reason thereof, he or she shall serve upon such association a complaint stating his or her charge in that respect, to which complaint shall be attached, or contained therein, a notice of hearing, specifying a day and place not less than thirty days after the service thereof, requiring the association to show cause why an order should not be made directing it to cease and desist from monopolization or restraint of trade. Such hearing, and any appeal which may be made from such hearing, shall be conducted and held subject to and in conformance with the provisions for adjudicative proceedings and judicial review in chapter 34.05 RCW, the administrative procedure act.
RCW 24.36.280 — Washington Code / Title 24 / Chapter 36 / Section 280
RCW 24.36.280: Place of membership meetings.
Status: in_force

Meetings of members shall be held at the place as provided in the bylaws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors.
RCW 24.12.040 — Washington Code / Title 24 / Chapter 12 / Section 040
RCW 24.12.040: Existing corporations sole.
Status: in_force

Any corporation sole heretofore organized and existing under the laws of this state may elect to continue its existence under *this title [chapter] by filing a certificate to that effect, under its corporate seal and the hand of its incumbent, or by filing amended articles of incorporation, in the form, as near as may be, as provided for corporations aggregate, and from and after the filing of such certificate of amended articles, such corporation shall be entitled to the privileges and subject to the duties, liabilities and provisions in *this title [chapter] expressed.
RCW 24.03A.926 — Washington Code / Title 24 / Chapter 03A / Section 926
RCW 24.03A.926: Directors' duties.
Status: in_force

(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets in accordance with the plan of distribution after payment or provision for claims. (2) Directors of a dissolved corporation that has disposed of claims under RCW 24.03A.918 , 24.03A.920 , or 24.03A.924 are not liable for breach of subsection (1) of this section with respect to claims against the dissolved corporation that are barred or satisfied under RCW 24.03A.918 , 24.03A.920 , or 24.03A.924 . (3) Failure to dispose of claims under RCW 24.03A.918 , 24.03A.920 , or 24.03A.924 is not, in and of itself, a violation of this section.
RCW 24.06.260 — Washington Code / Title 24 / Chapter 06 / Section 260
RCW 24.06.260: Voluntary dissolution.
Status: in_force

A corporation may dissolve and wind up its affairs in the following manner: (1) The board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members and shareholders which may be either an annual or a special meeting. (2) Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, stating that the purpose or one of the purposes of such meeting is to consider the advisability of dissolving the corporation shall be given to each member and shareholder within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. (3) A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast. Upon the adoption of such resolution by the members and shareholders, the corporation shall cease to conduct its affairs and, except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation and to the department of revenue, and shall proceed to collect its assets and to apply and distribute them as provided in RCW 24.06.265 .
RCW 24.36.090 — Washington Code / Title 24 / Chapter 36 / Section 090
RCW 24.36.090: Merger, consolidation of associations authorized—Procedure.
Status: in_force

Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be made in the manner prescribed by RCW 23B.07.050 and *chapter 23B.11 RCW for domestic corporations.
RCW 24.03A.200 — Washington Code / Title 24 / Chapter 03A / Section 200
RCW 24.03A.200: Judicial modification or release of restrictions.
Status: in_force

(1) Upon application by a corporation subject to a restriction related to a gift's management or investment, rather than to its charitable purpose, the court may modify the restriction if: (a) Because of circumstances not anticipated by the donor, modification will further the charitable purpose of the gift; (b) Enforcement of the restriction has become impracticable or wasteful; or (c) Enforcement of the restriction impairs the management or investment of the gift. (2) Upon application by a corporation subject to a restriction on the use of a gift relating to the charitable purpose of the gift, rather than its management or investment, the court may modify the restriction if the purpose becomes unlawful, impracticable, impossible to achieve, or wasteful. (3) If the gift instrument provides for a forfeiture or gift-over to an alternative beneficiary, then the court may modify one or more restrictions under the procedure set out in subsection (1) of this section if a management or investment provision fails. The court may not, however, modify any restriction under the procedure set out in subsection (2) of this section to defeat the interest of an alternate beneficiary unless the beneficiary would also be subject to, and unable to perform, the term requiring modification. The alternative beneficiary is entitled to notice and may participate in the determination of whether to grant modification. (4) Any modification made by the court must, to the extent possible, be made in a manner consistent with the charitable purposes as expressed in the gift instrument. (5) A nonprofit corporation shall notify the attorney general whenever it seeks to modify a charitable gift restriction under this section and the court shall offer the attorney general an opportunity to be heard.
RCW 24.06.380 — Washington Code / Title 24 / Chapter 06 / Section 380
RCW 24.06.380: Change of registered agent of foreign corporation.
Status: in_force

A foreign corporation registered to conduct affairs in this state may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 . The statement shall be executed by the corporation, by an officer of the corporation. A registered agent may change its information on file with the secretary of state in accordance with RCW 23.95.435 or 23.95.440 .
RCW 24.06.485 — Washington Code / Title 24 / Chapter 06 / Section 485
RCW 24.06.485: Power and authority of secretary of state.
Status: in_force

The secretary of state shall have all power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of rules under chapter 34.05 RCW.
RCW 24.03A.946 — Washington Code / Title 24 / Chapter 03A / Section 946
RCW 24.03A.946: Actions to secure property held for charitable purposes.
Status: in_force

The attorney general may commence in the court described in RCW 24.03A.025 any action or proceeding to: (1) Ensure compliance by a nonprofit corporation, or its members, directors, officers, employees, or agents, with any provision of this chapter that governs the distribution, disposition, management, or expenditure of, or reporting obligations relating to, any property held for charitable purposes; (2) Secure the proper administration of a charitable corporation, or of property held for charitable purposes by a nonprofit corporation, when reasonably necessary to protect property held for charitable purposes; and (3) Restrain and prevent any act that violates any provision of this chapter that governs the distribution, disposition, management, or expenditure of, or reporting obligations relating to, any property held for charitable purposes.
RCW 24.03A.505 — Washington Code / Title 24 / Chapter 03A / Section 505
RCW 24.03A.505: Number of directors.
Status: in_force

(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws. (2) The board of directors of any corporation shall consist of three or more directors if: (a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code; (b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or (c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code. (3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer. (4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors. (5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws. (6) A decrease in the number of directors may not shorten an incumbent director's term.
RCW 24.03A.310 — Washington Code / Title 24 / Chapter 03A / Section 310
RCW 24.03A.310: Judicial review of termination.
Status: in_force

(1) A foreign nonprofit corporation may appeal the secretary of state's termination of its registration to the superior court of Thurston county within ninety days after service of the statement of termination is perfected. The foreign nonprofit corporation shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its statement of registration and the secretary of state's statement of termination. (2) The court may summarily order the secretary of state to reinstate the registration or may take any other action the court considers appropriate. (3) The court's final decision may be appealed as in other civil proceedings.
RCW 24.36.040 — Washington Code / Title 24 / Chapter 36 / Section 040
RCW 24.36.040: Associations deemed nonprofit.
Status: in_force

Associations shall be deemed "nonprofit", inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but only for their members as producers of fishery products.
RCW 24.06.340 — Washington Code / Title 24 / Chapter 06 / Section 340
RCW 24.06.340: Registration of foreign corporation—Right to conduct affairs in the state.
Status: in_force

(1) No foreign corporation shall have the right to conduct affairs in this state until it registers with the secretary of state in accordance with the requirements of Article 5 of chapter 23.95 RCW. (2) A nonexhaustive list of activities that do not constitute conducting affairs in this state is provided in RCW 23.95.520 .
RCW 24.03A.745 — Washington Code / Title 24 / Chapter 03A / Section 745
RCW 24.03A.745: Effect of merger.
Status: in_force

(1) Subject to RCW 24.03A.715 and 24.03A.720 , if the surviving entity is a domestic nonprofit corporation when a merger becomes effective: (a) The domestic nonprofit corporation that is designated in the plan of merger as the surviving corporation continues or comes into existence, as the case may be; (b) The separate existence of every domestic or foreign nonprofit corporation or eligible entity that is merged into the survivor ceases; (c) All property owned by, and every contract and other right possessed by, each domestic or foreign nonprofit corporation or eligible entity that merges into the surviving corporation is vested in the surviving corporation without reversion or impairment; (d) All liabilities of each domestic or foreign nonprofit corporation or eligible entity that is merged into the survivor are vested in the surviving corporation; (e) The name of the surviving corporation may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger; (f) The articles and bylaws or organic records of the surviving corporation are amended to the extent of the changes provided in the plan of merger; (g) The articles and bylaws of a surviving corporation that is created by the merger become effective; and (h) The memberships of each corporation that is a party to the merger, and the eligible interests in an eligible entity that is a party to a merger, that are to be converted under the plan of merger 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; are converted. (2) A person who becomes subject to owner liability for some or all of the debts, obligations, or liabilities of any entity as a result of a merger has owner liability only to the extent provided in the organic law of the entity and only for those debts, obligations, and liabilities that arise after the effective time of the articles of merger, except to the extent that the person consented to become subject to liability under RCW 24.03A.735 (8). (3) The effect of a merger on the owner liability of a person who had owner liability for some or all of the debts, obligations, or liabilities of a party to the merger is as follows: (a) The merger does not discharge any owner liability under the organic law of the entity in which the person was a member, shareholder, or interest holder to the extent that owner liability arose before the effective time of the articles of merger. (b) The person does not have owner liability under the organic law of the entity in which the person was a member, shareholder, or interest holder before the merger for any debt, obligation, or liability that arises after the effective time of the articles of merger. (c) The provisions of the organic law of any entity for which the person had owner liability before the merger continue to apply to the collection or discharge of any owner liability preserved by subsection (1) of this section, as if the merger had not occurred. (d) The person has whatever rights of contribution from other persons are provided by the organic law of the entity for which the person had owner liability with respect to any owner liability preserved by (a) of this subsection, as if the merger had not occurred. (4) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made before or after a merger, to or for any of the parties to the merger, inures to the survivor, subject to the express terms of the will or other instrument.
RCW 24.06.055 — Washington Code / Title 24 / Chapter 06 / Section 055
RCW 24.06.055: Change of registered agent.
Status: in_force

A corporation may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430 . Any registered agent of a corporation may resign as agent by delivering to the secretary of state for filing a statement of resignation in accordance with RCW 23.95.445 .
RCW 24.06.325 — Washington Code / Title 24 / Chapter 06 / Section 325
RCW 24.06.325: Decree of involuntary dissolution.
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities of the corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge such costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the corporate existence shall cease.
RCW 24.36.300 — Washington Code / Title 24 / Chapter 36 / Section 300
RCW 24.36.300: Powers of association—General scope of activities.
Status: in_force

An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring, or use by its members of supplies, machinery, or equipment, or in the financing of any such activities.
RCW 24.06.275 — Washington Code / Title 24 / Chapter 06 / Section 275
RCW 24.06.275: Articles of dissolution.
Status: in_force

If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the corporation shall have been transferred, conveyed or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation, by an officer of the corporation; and such statement shall set forth: (1) The name of the corporation. (2) The date of the meeting of members or shareholders at which the resolution to dissolve was adopted, certifying that: (a) A quorum was present at such meeting; (b) Such resolution received at least two-thirds of the votes which members and shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy were entitled to cast or was adopted by a consent in writing signed by all members and shareholders; (c) All debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor; (d) All the remaining property and assets of the corporation have been transferred, conveyed or distributed in accordance with the provisions of this chapter; (e) There are no suits pending against the corporation in any court or, if any suits are pending against it, that adequate provision has been made for the satisfaction of any judgment, order or decree which may be entered; and (f) A copy of a revenue clearance certificate issued pursuant to chapter 82.32 RCW.
RCW 24.36.160 — Washington Code / Title 24 / Chapter 36 / Section 160
RCW 24.36.160: Bylaws of association—Fees, charges, marketing contract, dividends.
Status: in_force

The bylaws may provide: (1) The amount of entrance, organization, and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used. (2) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for services rendered by the association to him or her and the time of payment and the manner of collection; and the marketing contract between the association and its members which every member may be required to sign. (3) The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed eight percent per annum and which dividends shall be in the nature of interest and shall not affect the nonprofit character of any association organized hereunder.
RCW 24.06.280 — Washington Code / Title 24 / Chapter 06 / Section 280
RCW 24.06.280: Filing of articles of dissolution.
Status: in_force

The articles of dissolution shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW. Upon the filing of the articles of dissolution, the corporate existence shall cease, except for the purpose of determining such suits, other proceedings and appropriate corporate action by members, directors and officers as are authorized in this chapter.
RCW 24.03A.590 — Washington Code / Title 24 / Chapter 03A / Section 590
RCW 24.03A.590: Standards of conduct for officers.
Status: in_force

(1) An officer with discretionary authority shall discharge his or her duties under that authority: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the officer reasonably believes to be in the best interests of the corporation. (2) The duty of an officer includes the obligation to convey to his or her superior officer, the board, a board committee, or another appropriate person within the nonprofit corporation: (a) Information about the affairs of the nonprofit corporation within the scope of the officer's functions, and known to the officer to be material to the superior officer, board, or committee thereof; and (b) Information regarding any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, director, employee, agent, or vendor of the corporation, that the officer believes has occurred or is likely to occur. (3) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may 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 nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided; (b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters: (i) Within the particular person's professional or expert competence; or (ii) As to which the particular person merits confidence. (4) An officer is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
RCW 24.03A.620 — Washington Code / Title 24 / Chapter 03A / Section 620
RCW 24.03A.620: Business opportunities.
Status: in_force

(1) The taking advantage, directly or indirectly, by a director or officer of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director or officer, in a proceeding by or in the right of the nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director or officer brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RCW 24.03A.615 , as if the decision being made concerned a conflicting interest transaction. (2) In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1) of this section before taking advantage of the opportunity does not support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
RCW 24.06.015 — Washington Code / Title 24 / Chapter 06 / Section 015
RCW 24.06.015: Purposes.
Status: in_force

Corporations may be organized under this chapter for any lawful purpose including but not limited to mutual, social, cooperative, fraternal, beneficial, service, labor organization, and other purposes; but excluding purposes which by law are restricted to corporations organized under other statutes.
RCW 24.03A.050 — Washington Code / Title 24 / Chapter 03A / Section 050
RCW 24.03A.050: Subordination to canon law.
Status: in_force

To the extent religious doctrine or canon law governing the internal affairs of a nonprofit corporation is inconsistent with this chapter, the religious doctrine or canon law controls to the extent required by the United States Constitution, the state Constitution, or both.
RCW 24.60.010 — Washington Code / Title 24 / Chapter 60 / Section 010
RCW 24.60.010: Definitions.
Status: in_force

Unless the context clearly indicates otherwise, the definitions in this section apply throughout the chapter. (1) "Building safety emergency" means a situation that temporarily renders a building safety department incapable of providing building safety services and includes, but is not limited to, declared states of emergency, declared disasters, and other situations that temporarily impair the jurisdictions ability to provide building safety operations. (2) "Chief executive officer" means the county executive in those charter counties with an elective office of county executive, however designated, and, in the case of other counties, the county legislative authority. In the case of cities and towns, it means the mayor in those cities and towns with mayor-council or commission forms of government, where the mayor is directly elected, and it means the city manager in those cities and towns with council manager forms of government. Cities and towns may also designate a chief executive officer for the purposes of this chapter by ordinance. (3) "Command" means the ultimate authority over emergency responders and resources, held by the responding member jurisdiction. (4) "Emergency responder" means a person with skills, qualifications, training, knowledge, and experience to respond in the case of a declared emergency, as defined by law, including expertise in such areas as law enforcement, firefighting, emergency medical services, medicine, nursing, public health, emergency management, public works, building safety specialized equipment operations skills, or other skills needed to provide aid in a state of emergency. (5) "Operational control" means the subset of command, granted by the responding member jurisdiction to the requesting member jurisdiction for the duration of the deployment of emergency responders or resources, under the intrastate building safety mutual aid system. Operational control includes the day-to-day direction and operation of emergency responders or resources while deployed under the intrastate building safety mutual aid system, but does not include discipline, promotion, hiring, and firing of emergency responders, nor ownership nor disposition of resources. (6) "Requesting member jurisdiction" means a member jurisdiction that requests assistance from another member jurisdiction under the process established by the intrastate building safety mutual aid system. (7) "Resources" includes supplies, materials, equipment, facilities, energy, services, information, or systems used to prevent, mitigate, respond to, or recover from any incident resulting in a deployment under this chapter. (8) "Responding member jurisdiction" means a member jurisdiction that has or intends to provide emergency responders and/or resources to a requesting member jurisdiction under the process established by the intrastate building safety mutual aid system.
RCW 24.03A.315 — Washington Code / Title 24 / Chapter 03A / Section 315
RCW 24.03A.315: Members.
Status: in_force

(1) A nonprofit corporation may have one or more classes of members or may have no members. (2) For corporations formed on or after January 1, 2022, notwithstanding anything to the contrary in the bylaws, where the articles of a nonprofit corporation do not provide that it has members, the nonprofit corporation does not have members. (3) For organizations formed before January 1, 2022, where the articles of a nonprofit corporation do not provide that it has members, the corporation has members only if the bylaws: (a) Provide that the corporation has members; and (b) Provide that members of at least one class have the right to select or vote for the election of directors or delegates or to vote on at least one type of fundamental transaction. (4) Where a nonprofit corporation does not have members under this section, or where a corporation has no members entitled to vote on a given matter, any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members in connection with that matter is satisfied by notice to, the presence of, or the vote, consent, or other action by the board.
RCW 24.03A.275 — Washington Code / Title 24 / Chapter 03A / Section 275
RCW 24.03A.275: Registered agent of foreign nonprofit corporation.
Status: in_force

(1) Each registered foreign nonprofit corporation in this state shall designate and maintain a registered agent in this state. (2) The designation and maintenance of a foreign nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
RCW 24.03A.525 — Washington Code / Title 24 / Chapter 03A / Section 525
RCW 24.03A.525: Resignation of director.
Status: in_force

(1) A director may resign at any time by delivering an executed notice in the form of a record to the president, the secretary of the corporation, or another officer designated for that purpose in the articles or bylaws. A director may also resign by giving oral notice to the board at a meeting of the board. (2) A resignation is effective when the notice is delivered unless the notice specifies a later effective time. (3) If the resignation of a director of a charitable corporation results in the charitable corporation having no directors in office, then the resigning director shall notify the attorney general that the charitable corporation has no directors in office. Such notice must be in the form of a record delivered to the attorney general within ten calendar days after the effective date of the director's resignation.
RCW 24.03A.800 — Washington Code / Title 24 / Chapter 03A / Section 800
RCW 24.03A.800: Effect of domestication.
Status: in_force

(1) Except as provided in RCW 24.03A.770 , when a domestication becomes effective: (a) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment; (b) The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation; (c) An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred; (d) The articles of incorporation filed pursuant to RCW 24.03A.795 (3) constitute the articles of a foreign corporation domesticating in Washington state; (e) The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms; (f) Gift restrictions binding the domestic corporation remain in place as if the domestication had not occurred, unless modified in accordance with RCW 24.03A.190 ; (g) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the domesticating corporation before or after the domestication, inures to the domesticated corporation, subject to the express terms of the will or other instrument; and (h) The domesticating corporation is deemed to be: (i) Incorporated under and subject to the organic law of the domesticated corporation for all purposes; and (ii) The same corporation without interruption as the domesticating corporation. (2) The interest holder liability of a member in a foreign nonprofit corporation that is domesticated in the state of Washington is as follows: (a) The domestication 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. (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. (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 had not occurred. (d) The domestication has no effect on any member's rights of contribution from other members provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by (a) of this subsection.
RCW 24.03A.270 — Washington Code / Title 24 / Chapter 03A / Section 270
RCW 24.03A.270: Name of foreign nonprofit corporation.
Status: reserved

(1) The name of a registered foreign nonprofit corporation, any name reserved by a registered foreign nonprofit corporation, or any alternate name adopted under RCW 23.95.525 is governed by chapter 23.95 RCW. (2) A foreign nonprofit corporation not registered to do business in this state may register its name, or an alternate name adopted pursuant to RCW 23.95.525 , under RCW 23.95.315 .
RCW 24.06.205 — Washington Code / Title 24 / Chapter 06 / Section 205
RCW 24.06.205: When amendment becomes effective—Existing actions and rights not affected.
Status: in_force

Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly. No amendment shall affect any existing cause of action in favor of or against such corporation, nor any pending action to which such corporation shall be a party, nor the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.
RCW 24.03A.340 — Washington Code / Title 24 / Chapter 03A / Section 340
RCW 24.03A.340: Rights and obligations.
Status: in_force

(1) The members of a membership corporation have only those rights, privileges, powers, or obligations specifically given or assigned to members in the articles, the bylaws, or RCW 24.03A.450 . (2) A member shall not have the right to vote on any matter unless the articles, the bylaws, or RCW 24.03A.450 (1) provides expressly that the class of members to which that member belongs has the right to vote on that particular matter.
RCW 24.12.051 — Washington Code / Title 24 / Chapter 12 / Section 051
RCW 24.12.051: Notice of annual report requirement—Rules.
Status: in_force

The secretary of state shall send to each corporation sole a notice in accordance with RCW 23.95.255 that its annual report must be filed as required by this chapter.
RCW 24.12.010 — Washington Code / Title 24 / Chapter 12 / Section 010
RCW 24.12.010: Corporations sole—Church and religious societies.
Status: in_force

Any person, being the bishop, overseer, or presiding elder of any church or religious denomination in this state, may, in conformity with the constitution, canons, rules, regulations, or discipline of such church or denomination, become a corporation sole, in the manner prescribed in this chapter, as nearly as may be; and, thereupon, said bishop, overseer, or presiding elder, as the case may be, together with his or her successors in office or position, by his or her official designation, shall be held and deemed to be a body corporate, with all the rights and powers prescribed in the case of corporations aggregate; and with all the privileges provided by law for religious corporations.
RCW 24.03A.695 — Washington Code / Title 24 / Chapter 03A / Section 695
RCW 24.03A.695: Bylaw amendments requiring member approval.
Status: in_force

(1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws: (a) That would eliminate any existing right, power, or privilege of membership contained in the bylaws; (b) Under RCW 24.03A.345 , providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships[,] or other matters; (c) Under RCW 24.03A.360 , levying dues, assessments, or fees on some or all of the members; (d) Under RCW 24.03A.375 , relating to the termination or suspension of members; or (e) Under RCW 24.03A.380 , authorizing the purchase of memberships. (2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection (1) of this section to the corporation. (3) If a nonprofit corporation has more than one class of members, then the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that: (a) Is described in subsection (1) of this section, if the amendment would affect the members of that class differently than the members of another class; or (b) Has any of the effects described in RCW 24.03A.655 (1)(j). (4) If a class of members will be divided into two or more classes by an amendment to the bylaws, then the amendment must be approved by a majority of the members of each class that will be created.
RCW 24.36.110 — Washington Code / Title 24 / Chapter 36 / Section 110
RCW 24.36.110: Stock associations—Classified shares—Statement in articles.
Status: in_force

If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the preferences, rights, privileges and restrictions granted to or imposed upon the holders of the respective classes of stock.
RCW 24.06.115 — Washington Code / Title 24 / Chapter 06 / Section 115
RCW 24.06.115: Quorum.
Status: in_force

The articles of incorporation or the bylaws may provide the number or percentage of votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy, which shall constitute a quorum at meetings of shareholders or members. However, in no event shall a quorum be less than one-fourth, or in the case of consumer cooperatives, five percent, of the votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy, at a meeting considering the adoption of a proposal which is required by the provisions of this chapter to be adopted by at least two-thirds of the votes which members or shareholders present at the meeting in person or by mail, by electronic transmission, or represented by proxy are entitled to cast. In all other matters and in the absence of any provision in the articles of incorporation or bylaws, a quorum shall consist of one-fourth, or in the case of consumer cooperatives, five percent, of the votes which members or shareholders are entitled to cast in person, by mail, by electronic transmission, or by proxy at the meeting. On any proposal on which a class of shareholders or members is entitled to vote as a class, a quorum of the class entitled to vote as such class must also be present in person, by mail, by electronic transmission, or represented by proxy.
RCW 24.03A.170 — Washington Code / Title 24 / Chapter 03A / Section 170
RCW 24.03A.170: Debt and security interests.
Status: in_force

(1) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for cash or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof. (2) The board may authorize a mortgage or pledge of, or the creation of a security interest in, all or any part of the property of the nonprofit corporation, or any interest therein. Unless otherwise provided in the articles or bylaws, the vote or consent of the members is not required to make effective such an action by the board.
RCW 24.06.369 — Washington Code / Title 24 / Chapter 06 / Section 369
RCW 24.06.369: Certificate of authority as insurance company—Registration or reservation of name.
Status: in_force

For those corporations that 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 a corporation may register or reserve a corporate name, the registration or reservation shall be filed with the insurance commissioner rather than the secretary of state. The secretary of state and insurance commissioner shall cooperate with each other in registering or reserving a corporate name so that there is no duplication of the name.
RCW 24.03A.065 — Washington Code / Title 24 / Chapter 03A / Section 065
RCW 24.03A.065: Electronic filings.
Status: in_force

Any rules governing electronic filing adopted by the secretary of state under RCW 23.95.115 (2) apply to all filings required or permitted under this chapter unless such rules, this chapter, or chapter 23.95 RCW specify otherwise.
RCW 24.55.055 — Washington Code / Title 24 / Chapter 55 / Section 055
RCW 24.55.055: Reviewing compliance.
Status: in_force

Compliance with this chapter is determined in light of the facts and circumstances existing at the time a decision is made or action is taken, and not by hindsight.
RCW 24.40.050 — Washington Code / Title 24 / Chapter 40 / Section 050
RCW 24.40.050: Construction of references to federal code.
Status: in_force

All references to sections of the Internal Revenue Code of 1954 shall include future amendments to such sections and corresponding provisions of future internal revenue laws.
RCW 24.06.060 — Washington Code / Title 24 / Chapter 06 / Section 060
RCW 24.06.060: Service of process on corporation.
Status: in_force

Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450 .
RCW 24.03A.455 — Washington Code / Title 24 / Chapter 03A / Section 455
RCW 24.03A.455: Acceptance of ballots, consents, waivers, or proxies.
Status: in_force

(1) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, then the membership corporation if acting in good faith may accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member. (2) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the name of its member, then the membership corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if: (a) The member is an entity and the name signed purports to be that of an officer or agent of the entity; (b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment; (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment; (d) The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment; and (e) Two or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners. (3) The membership corporation may reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member. (4) The membership corporation and its officer or agent who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 24.03A.430 (2) are not liable in damages to the member for the consequences of the acceptance or rejection. (5) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless the court determines otherwise.
RCW 24.03A.490 — Washington Code / Title 24 / Chapter 03A / Section 490
RCW 24.03A.490: Board of directors—Authority.
Status: reserved

(1) A nonprofit corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws.
RCW 24.06.210 — Washington Code / Title 24 / Chapter 06 / Section 210
RCW 24.06.210: Procedure for merger.
Status: in_force

Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter. Each corporation shall adopt a plan of merger setting forth: (1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation. (2) The terms and conditions of the proposed merger. (3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger. (4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
RCW 24.06.020 — Washington Code / Title 24 / Chapter 06 / Section 020
RCW 24.06.020: Incorporators.
Status: in_force

One or more individuals, partnerships, corporations or governmental bodies or agencies may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state.
RCW 24.03A.150 — Washington Code / Title 24 / Chapter 03A / Section 150
RCW 24.03A.150: Ultra vires action.
Status: in_force

(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (2) The power of a nonprofit corporation to act may be challenged: (a) In a proceeding by the corporation, directly or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (b) In a proceeding by the attorney general under RCW 24.03A.936 .
RCW 24.40.010 — Washington Code / Title 24 / Chapter 40 / Section 010
RCW 24.40.010: Application.
Status: in_force

This chapter shall apply to every not for profit corporation to which Title 24 RCW applies, and which is a "private foundation" as defined in section 509 of the Internal Revenue Code of 1954, and which has been or shall be incorporated under the laws of the state of Washington after December 31, 1969. As to any such corporation so incorporated before January 1, 1970, this chapter shall apply only for its federal taxable years beginning after December 31, 1971.
RCW 24.03A.215 — Washington Code / Title 24 / Chapter 03A / Section 215
RCW 24.03A.215: Inspection by members.
Status: in_force

(1) A member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the records the corporation is required to maintain under RCW 24.03A.210 (2), if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records. (2) Subject to the limitations set forth in subsections (3) and (4) of this section, a member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records: (a) Excerpts from those minutes and records required to be maintained under RCW 24.03A.210 (1); (b) Accounting records of the corporation described in RCW 24.03A.210 (3); and (c) Subject to RCW 24.03A.240 , the membership list described in RCW 24.03A.210 (4). (3) A nonprofit corporation may withhold from inspection under this section: (a) Those portions of records that contain information protected by the attorney-client privilege or related work product; (b) The address of any member who is known to the corporation to be a participant in the address confidentiality program described in chapter 40.24 RCW or any similar program established by law; (c) Those portions of records, which, if disclosed, would be reasonably likely to result in harm to the corporation or a third party, such as disciplinary actions involving nondirector members, identities of job applicants, discussions of strategic acquisitions, records that are required to be kept confidential under obligations to a third party, etc.; or (d) Any information that a nonprofit corporation is required to keep confidential under any other law. (4) A member may inspect and copy the records described in subsection (2) of this section only if the: (a) Member's demand is made in good faith and for a proper purpose; (b) Member describes with reasonable particularity the purpose and the records the member desires to inspect; (c) Member agrees in the form of a record to reasonable restrictions required by the board on the use or distribution of the records; and (d) Records are directly connected with this purpose. (5) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation's articles or bylaws. (6) This section does not affect the: (a) Right of a member to inspect records as part of discovery in connection with litigation; or (b) Power of any court of competent jurisdiction, independently of this chapter, to compel the production of corporate records for examination.
RCW 24.06.215 — Washington Code / Title 24 / Chapter 06 / Section 215
RCW 24.06.215: Procedure for consolidation.
Status: in_force

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter. Each corporation shall adopt a plan of consolidation setting forth: (1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation. (2) The terms and conditions of the proposed consolidation. (3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter. (4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
RCW 24.03A.240 — Washington Code / Title 24 / Chapter 03A / Section 240
RCW 24.03A.240: Use of membership list.
Status: in_force

(1) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership list or any part thereof may not be: (a) Used to solicit cash or other property unless the cash or other property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation; (b) Used for any commercial purpose; or (c) Sold to or purchased by any person. (2) Instead of making a membership list available for inspection and copying under RCW 24.03A.210 through 24.03A.240 , a nonprofit corporation may elect to proceed under the procedures set forth in RCW 24.03A.405 (6).
RCW 24.06.185 — Washington Code / Title 24 / Chapter 06 / Section 185
RCW 24.06.185: Right to amend articles of incorporation.
Status: in_force

A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter. A member or shareholder of a corporation does not have a vested property right resulting from any provision in the articles of incorporation.
RCW 24.03A.330 — Washington Code / Title 24 / Chapter 03A / Section 330
RCW 24.03A.330: Consideration for admission.
Status: in_force

Except as provided in its articles or bylaws, a membership corporation may admit members for no consideration or for consideration determined by the board, which may take any form, including promissory notes, intangible property, or past or future services. Payment of the consideration may be made at those times and upon those terms as are set forth in or authorized by the articles, bylaws, or a resolution of the board.
RCW 24.06.410 — Washington Code / Title 24 / Chapter 06 / Section 410
RCW 24.06.410: Amended foreign registration statement.
Status: in_force

A foreign corporation registered to conduct affairs in this state shall amend its foreign registration statement under the circumstances specified in RCW 23.95.515 .
RCW 24.03A.360 — Washington Code / Title 24 / Chapter 03A / Section 360
RCW 24.03A.360: Member's liability for dues, fees, and assessments.
Status: in_force

(1) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles or bylaws. Particular dues, assessments, and fees may be imposed in the articles or bylaws or by resolution of the board, subject to any membership approval required under RCW 24.03A.695 (1), on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws or by resolution of the board. (2) The amount and method of collection of dues, assessments, and fees may be fixed in the articles or bylaws, or the articles or bylaws may authorize the board or members to fix the amount and method of collection, with or without approval of the class or classes of members affected. (3) The articles or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
RCW 24.03A.938 — Washington Code / Title 24 / Chapter 03A / Section 938
RCW 24.03A.938: Procedure for judicial dissolution.
Status: in_force

(1) It is not necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually. (2) A person commencing a proceeding to dissolve a nonprofit corporation shall notify the attorney general of the proceeding in the form of a record if: (a) The corporation is recognized by the internal revenue service as an organization described in section 501(c)(3) of the internal revenue code; or (b) The person bringing the proceeding knows that the nonprofit corporation is a charitable corporation or has property held for charitable purposes. (3) The court in a proceeding brought to dissolve a nonprofit corporation may issue injunctions, take other action required to preserve the corporate assets wherever located, and carry on the activities of the corporation until a full hearing can be held.
RCW 24.03A.345 — Washington Code / Title 24 / Chapter 03A / Section 345
RCW 24.03A.345: Differences in rights and obligations.
Status: in_force

(1) Except as provided in the articles or bylaws, each member of a membership corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters. (2) If the corporation has one or more classes of members, then the designation of the class or classes, the articles, or the bylaws shall set forth the manner of election or appointment and the qualifications and rights of the members of each class.
RCW 24.36.180 — Washington Code / Title 24 / Chapter 36 / Section 180
RCW 24.36.180: Bylaws of association—Meetings.
Status: in_force

The bylaws may provide for the time, place, and manner of calling and conducting meetings of the association.
RCW 24.06.195 — Washington Code / Title 24 / Chapter 06 / Section 195
RCW 24.06.195: Articles of amendment.
Status: in_force

The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth: (1) The name of the corporation. (2) Any amendment so adopted. (3) If an amendment was adopted by the board of directors without being submitted for member or shareholder action, a statement to that effect and that member or shareholder action was not required; or a statement setting forth the date of the meeting of members and shareholders at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members or shareholders of the corporation, and of each class entitled to vote thereon as a class, present at such meeting in person, by mail, by electronic transmission, or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members and shareholders entitled to vote with respect thereto.
RCW 24.03A.110 — Washington Code / Title 24 / Chapter 03A / Section 110
RCW 24.03A.110: Requirement of registered agent.
Status: in_force

(1) Each nonprofit corporation shall designate and maintain a registered agent in this state. (2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
RCW 24.60.060 — Washington Code / Title 24 / Chapter 60 / Section 060
RCW 24.60.060: Disputes regarding reimbursement—Arbitration.
Status: in_force

(1) A member jurisdiction that has a disagreement with another member jurisdiction regarding reimbursement for assistance under the provisions of this chapter may send a written request to the other member jurisdiction to resolve the matter within thirty days. (2) If the dispute is not resolved within thirty days of the receipt of the written request, either party may request arbitration.
RCW 24.03A.325 — Washington Code / Title 24 / Chapter 03A / Section 325
RCW 24.03A.325: Admission of members.
Status: in_force

(1) The articles or bylaws of a membership corporation may establish criteria or procedures for admission of members. (2) A person may not be admitted as a member without the person's consent. Consent may be express or implied and need not be in the form of a record. (3) If a membership corporation provides certificates of membership to the members, then the certificates shall not be registered or transferable except as provided in the articles or bylaws or by resolution of the board.
RCW 24.06.110 — Washington Code / Title 24 / Chapter 06 / Section 110
RCW 24.06.110: Voting.
Status: in_force

The right of a class or classes of members or shareholders to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation. Unless so limited, enlarged or denied, each member and each outstanding share of each class shall be entitled to one vote on each matter submitted to a vote of members or shareholders. No member of a class may acquire any interest which will entitle him or her to a greater vote than any other member of the same class. A member or shareholder may vote in person or, unless the articles of incorporation or the bylaws otherwise provide, may vote by mail, by electronic transmission, or by proxy executed in writing by the member or shareholder or by his or her duly authorized attorney-in-fact: PROVIDED, That no proxy shall be valid for more than eleven months from the date of its execution unless otherwise specified in the proxy. If a member or shareholder may vote by proxy, the proxy may be given by: (1) Executing a writing authorizing another person or persons to act for the member or shareholder as proxy. Execution may be accomplished by the member or shareholder or the member's or shareholder's authorized officer, director, employee, or agent signing the writing or causing his or her signature to be affixed to the writing by any reasonable means including, but not limited to, facsimile signature; or (2) Authorizing another person or persons to act for the member or shareholder as proxy by transmitting or authorizing the transmission of an electronic transmission to the person who will be the holder of the proxy, or to a proxy solicitation firm, proxy support service organization, or like agent duly authorized by the person who will be the holder of the proxy to receive the transmission. If it is determined that the electronic transmissions are valid, the inspector of election or, if there are no inspectors, any other officer or agent of the corporation making that determination on behalf of the corporation shall specify the information upon which they relied. The corporation shall require the holders of proxies received by electronic transmission to provide to the corporation copies of the electronic transmission and the corporation shall retain copies of the electronic transmission for a reasonable period of time. If specifically permitted by the articles of incorporation or bylaws, whenever proposals or directors or officers are to be voted upon, such vote may be taken by mail or by electronic transmission if the name of each candidate and the text of each proposal to be so voted upon are set forth in a writing accompanying or contained in the notice of meeting. Persons voting by mail or by electronic transmission shall be deemed present for all purposes of quorum, count of votes and percentages of total voting power voting. The articles of incorporation or the bylaws may provide that in all elections for directors every person entitled to vote shall have the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing such votes on the same principle among any number of such candidates.
RCW 24.06.350 — Washington Code / Title 24 / Chapter 06 / Section 350
RCW 24.06.350: Corporate name of foreign corporation.
Status: in_force

The corporate name of a foreign corporation registered in this state must comply with the provisions of RCW 23.95.525 and Article 3 of chapter 23.95 RCW.
RCW 24.03A.435 — Washington Code / Title 24 / Chapter 03A / Section 435
RCW 24.03A.435: Voting entitlement of members.
Status: in_force

Except as provided in the articles or bylaws, each member is entitled to one vote on each matter on which the articles or bylaws entitle the members of the class of members to which the member belongs to vote.
RCW 24.03A.575 — Washington Code / Title 24 / Chapter 03A / Section 575
RCW 24.03A.575: Board and advisory committees.
Status: repealed

(1) Unless this chapter, the articles, or the bylaws provide otherwise, a board may create one or more committees of the board that consist of one or more directors. A committee of the board shall not include as voting members persons who are not directors, except: (a) As provided in Title 48 RCW or the regulations promulgated thereunder; (b) If the only powers delegated to the committee are those necessary for the committee to serve in any fiduciary capacity with respect to one or more employee benefit plans established under the federal employee retirement income security act of 1974, or any successor statute; or (c) Unless without the inclusion of persons who are not directors it is impossible or impracticable for the corporation to comply with applicable law other than this chapter. (2) Unless this chapter otherwise provides, the creation of a committee of the board and appointment of directors to it shall be approved by the greater of: (a) A majority of all the directors in office when the action is taken; or (b) The number of directors required by the articles or bylaws to take action under RCW 24.03A.565 . (3) RCW 24.03A.550 through 24.03A.570 apply to both committees of the board and their members to the greatest practicable extent. (4) To the extent specified by the board or in the articles or bylaws, each committee of the board may exercise the powers of the board granted through RCW 24.03A.490 (2), except as limited by subsection (5) of this section. (5) A committee of the board may not: (a) Authorize distributions; (b) Adopt, amend, alter, or repeal bylaws; (c) In the case of a membership corporation, approve or propose to members action that must be approved by members under the articles or bylaws; (d) Elect, appoint, or remove any member of any committee of the board or any director or officer of the corporation; (e) Amend the articles; (f) Adopt a plan of merger with another corporation; (g) Adopt a plan of domestication, for-profit conversion, or entity conversion; (h) Authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; (i) Authorize the voluntary dissolution of the corporation or revoke proceedings therefor; (j) Adopt a plan for the distribution of the assets of the corporation; or (k) Amend, alter, or repeal any resolution of the board, unless the resolution provides by its terms that it may be amended, altered, or repealed by a committee. (6) The creation of, delegation of authority to, or action by a committee of the board does not alone constitute compliance by a director with the standards of conduct described in RCW 24.03A.495 . (7) A nonprofit corporation may create or authorize the creation of one or more advisory committees whose members need not be directors or meet the qualification requirements for directors. The board shall not delegate any of its authority to an advisory committee. An advisory committee: (a) Is not a committee of the board; and (b) May not exercise any of the powers of the board.
RCW 24.03A.370 — Washington Code / Title 24 / Chapter 03A / Section 370
RCW 24.03A.370: Resignation of member.
Status: in_force

(1) A member of a membership corporation may resign at any time. (2) The resignation of a member does not relieve the member from any obligations incurred or commitments made before resignation.
RCW 24.03A.595 — Washington Code / Title 24 / Chapter 03A / Section 595
RCW 24.03A.595: Resignation and removal of officers.
Status: in_force

(1) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, then the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time. (2) Except as provided in the articles or bylaws, an officer may be removed at any time with or without cause by: (a) The board; (b) The officer who appointed the officer being removed, unless the board provides otherwise; or (c) Any other officer authorized by the articles, the bylaws, or the board to remove the officer being removed. (3) In this section, "appointing officer" means the officer, including any successor to that officer who appointed the officer resigning or being removed.
RCW 24.03A.615 — Washington Code / Title 24 / Chapter 03A / Section 615
RCW 24.03A.615: Conflicting interest transactions—Voidability.
Status: in_force

(1) A contract or transaction between a nonprofit corporation and one or more of its members, directors, or officers; or between a nonprofit corporation and any other entity in which one or more of its directors or officers are directors or officers, hold a similar position, or have a financial interest is not void or voidable solely for that reason, or solely because the member, director, or officer is present at or participates in the meeting of the board that authorizes the contract or transaction or solely because his or her or their votes are counted for that purpose, if: (a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board and the board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum; (b) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or (c) The contract or transaction is fair as to the corporation as of the time the board or the members authorize, approve, or ratify the transaction. (2) Interested directors or directors holding a similar position in the other entity involved in a contract or transaction specified in subsection (1) of this section may be counted in determining the presence of a quorum at a meeting of the board that authorizes the contract or transaction. (3) This section is applicable except as provided in the articles or bylaws.
RCW 24.24.020 — Washington Code / Title 24 / Chapter 24 / Section 020
RCW 24.24.020: Articles—Contents.
Status: in_force

The articles of incorporation shall set forth; (1) The names of the persons so associating themselves together, their places of residence and the name and location of the lodge, chapter, or society to which they severally belong; (2) The corporate name assumed by the corporation and the duration of the same if limited; (3) The purpose of the association, which shall be to provide, maintain and operate a building or buildings to be used for fraternal and social purposes, and for the benefit of the several bodies represented in such association; (4) The place where the corporation proposes to have its principal place of business; (5) The amount of capital stock and the par value thereof per share, if it shall be organized as a joint stock company.Every officer, agent or other person in the service of a joint stock company or corporation, domestic or foreign, who, willfully and knowingly with intent to defraud: (1) Sells, pledges, or issues, or causes to be sold, pledged, or issued, or signs or executes, or causes to be signed or executed, with intent to sell, pledge, or issue, or cause to be sold, pledged, or issued, any certificate or instrument purporting to be a certificate or evidence of ownership of any share or shares of such company or corporation, or any conveyance or encumbrance of real or personal property, contract, bond, or evidence of debt, or writing purporting to be a conveyance or encumbrance of real or personal property, contract, bond or evidence of debt of such company or corporation, without being first duly authorized by such company or corporation, or contrary to the charter or laws under which such company or corporation exists, or in excess of the power of such company or corporation, or of the limit imposed by law or otherwise upon its power to create or issue stock or evidence of debt; or, (2) Reissues, sells, pledges, disposes of, or causes to be reissued, sold, pledged, or disposed of, any surrendered or canceled certificate or other evidence of the transfer of ownership of any such share or shares is guilty of a class B felony and shall be punished by imprisonment in a state correctional facility for not more than ten years, or by a fine of not more than five thousand dollars, or by both.
RCW 24.60.020 — Washington Code / Title 24 / Chapter 60 / Section 020
RCW 24.60.020: Request for assistance—Conditions.
Status: in_force

A member jurisdiction may request assistance from other member jurisdictions to respond to, mitigate, or recover from a building safety emergency, or for participation of other member jurisdictions in authorized drills or exercises, subject to the following provisions: (1) A member jurisdiction requesting assistance under the intrastate building safety mutual aid system must (a) be experiencing a building safety emergency as defined in RCW 24.60.010 or (b) anticipate undertaking drills or exercises. (2) The chief executive officer of a requesting member jurisdiction, or his or her authorized designee, must request assistance under the intrastate building safety mutual aid system directly from the chief executive officer of another member jurisdiction. (3) A verbal request for assistance must be confirmed by a written request as soon as practicable. (4) A responding member jurisdiction may withhold requested resources for any reason. (5) Emergency responders from a responding member jurisdiction are under the general command of the responding member jurisdiction and the operational control of the requesting member jurisdiction. All emergency intrastate building safety mutual aid system responders shall work within the infrastructure of any established incident command system as defined in RCW 38.52.010 . (6) Resources from a responding member jurisdiction are under the command of the responding member jurisdiction and the operational control of the requesting member jurisdiction. (7) Response under this agreement is voluntary. Unless otherwise provided by this section, a requesting member jurisdiction shall reimburse responding member jurisdictions for the true and full value of assistance provided pursuant to the intrastate building safety mutual aid system. Requests for reimbursement must be made within thirty days in accordance with procedures and rates developed by the *intrastate building safety mutual aid oversight committee. (8) If not otherwise prohibited, a responding member jurisdiction may donate requested emergency responder assistance and resources to a requesting member jurisdiction.
RCW 24.03A.230 — Washington Code / Title 24 / Chapter 03A / Section 230
RCW 24.03A.230: Court-ordered inspection.
Status: in_force

(1) If a nonprofit corporation does not allow a member who complies with RCW 24.03A.215 (1) to inspect and copy any records required by that subsection to be available for inspection, then the court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member. (2) If a nonprofit corporation does not within a reasonable time allow a member to inspect and copy any other record to which the member is entitled under RCW 24.03A.215 (2), then the member who complies with RCW 24.03A.215 (3) and (4) may apply to the court for an order to permit inspection and copying of the records demanded. The court may inspect the records in question in camera and determine the extent of required disclosure, if any, in light of RCW 24.03A.215 . In making that determination, the court shall consider the probability and extent of potential harm to the corporation or any third party that may result from inspection, and the probability and extent of benefit to the corporation or the member. (3) If the court orders inspection and copying of the records demanded, then it shall also order the nonprofit corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. If the court denies the majority of the request for inspection and copying, it may order the member to pay part or all of the nonprofit corporation's costs, including reasonable attorneys' fees. (4) If the court orders inspection and copying of the records demanded, then it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
RCW 24.06.035 — Washington Code / Title 24 / Chapter 06 / Section 035
RCW 24.06.035: Nonprofit status—Members', officers' immunity from liability.
Status: in_force

(1) A corporation subject to the provisions of this chapter shall not engage in any business, trade, a vocation or profession for profit: PROVIDED, That nothing contained herein shall be construed to forbid such a corporation from accumulating reserve, equity, surplus or other funds through subscriptions, fees, dues or assessments, or from charges made its members or other persons for services rendered or supplies or benefits furnished, or from distributing its surplus funds to its members, stockholders or other persons in accordance with the provisions of the articles of incorporation. A member of the board of directors or an officer of such a corporation shall have the same immunity from liability as is granted in RCW 4.24.264 . (2) Unless the articles of incorporation provide otherwise, a member of the board of directors or an officer of the corporation is not individually liable to the corporation or its shareholders or members in their capacity as shareholders or members for conduct within his or her official capacity as a director or officer after July 22, 2001, except for acts or omissions that involve intentional misconduct or a knowing violation of the law, 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. Nothing in this subsection may be construed to limit or modify in any manner the power of the attorney general to bring an action on behalf of the public to enjoin, correct, or otherwise remedy a breach of a charitable trust by a corporation or its directors or officers.
RCW 24.03A.005 — Washington Code / Title 24 / Chapter 03A / Section 005
RCW 24.03A.005: Short title.
Status: in_force

This chapter may be known and cited as the Washington nonprofit corporation act.
RCW 24.03A.675 — Washington Code / Title 24 / Chapter 03A / Section 675
RCW 24.03A.675: Amendment of articles pursuant to reorganization.
Status: in_force

(1) A nonprofit corporation's articles of incorporation may be amended without action by the board or the members to carry out a plan of reorganization ordered or decreed by any court of competent jurisdiction in a proceeding relating to the corporation. (2) An individual designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: (a) The name of the corporation; (b) The text of each amendment approved by the court; (c) The date of the court's order or decree approving the articles of amendment; (d) The title of the reorganization proceeding in which the order or decree was entered; and (e) A statement that the court had jurisdiction of the proceeding. (3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
RCW 24.03A.908 — Washington Code / Title 24 / Chapter 03A / Section 908
RCW 24.03A.908: Corporations holding property for charitable purposes.
Status: in_force

(1) A nonprofit corporation holding property for charitable purposes, including any charitable corporation, may not deliver articles of dissolution to the secretary of state for filing pursuant to RCW 24.03A.910 until it has complied with all of the requirements of this section. (2) A nonprofit corporation described in subsection (1) of this section shall adopt a plan for the distribution of assets for the purpose of authorizing any transfer or conveyance of property held for charitable purposes, which shall: (a) Be consistent with RCW 24.03A.906 and 24.03A.914 ; and (b) Include a brief description of the following: (i) Real property held for charitable purposes, and its nature and location; (ii) Cash, bank deposits, brokerage accounts, or other financial assets held for charitable purposes, and their approximate total fair market value; (iii) Other personal property held for charitable purposes, 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. (3) A plan of distribution shall be adopted in the following manner: (a) Where there are no members, or no members having voting rights, a plan of distribution is adopted at a meeting of the board upon receiving a vote of a majority of the directors in office. (b) Where there are members having voting rights, the board shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights. Such vote may take place at the same meeting during which members having voting rights vote upon dissolution of the nonprofit corporation. Notice in the form of a record setting forth the proposed plan of distribution or a summary thereof must be given to each member, whether or not entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution is adopted upon receiving votes from a majority of the members entitled to vote 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, 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. If the members entitled to vote on the dissolution approve the proposal to dissolve but do not approve the proposed plan of distribution in all material respects, then the board may either accept the plan of distribution, as approved by the members, or propose a new plan of distribution to the members for approval. This process shall continue until a plan of distribution acceptable to the board has been approved by the members. If successive votes take place at the same meeting of members, then no further notices or meetings are required. (4) A nonprofit corporation described in subsection (1) of this section shall give the attorney general notice that it intends to dissolve. The notice shall include: (a) A copy of the plan of distribution proposed to be adopted in accordance with subsection (3) of this section; and (b) The names and phone numbers of individuals available to answer questions regarding the dissolution and proposed plan of distribution. (5) Notice required under subsection (4) of this section must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed plan is to be adopted. No plan of distribution for a corporation described in subsection (1) of this section may 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 plan, approval of the plan is deemed to have been given.
RCW 24.06.920 — Washington Code / Title 24 / Chapter 06 / Section 920
RCW 24.06.920: Effective date—1969 ex.s. c 120.
Status: in_force

This chapter is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public institutions and shall take effect July 1, 1969: PROVIDED, That no corporation existing on the effective date of this chapter shall be required to conform to the provisions of this chapter until July 1, 1971.
RCW 24.03A.805 — Washington Code / Title 24 / Chapter 03A / Section 805
RCW 24.03A.805: Abandonment of domestication.
Status: in_force

(1) Unless otherwise provided in a plan of domestication 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 domestication has become effective, it may be abandoned by the members if there are members entitled to vote on the plan of domestication, or by the board without action by members. (2) If a domestication is abandoned under subsection (1) of this section after articles of domestication have been filed by the secretary of state but before the domestication has become effective, then a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing before the effective date of the domestication. The statement takes effect upon filing and the domestication is abandoned and does not become effective. (3) If the domestication of a foreign nonprofit corporation in Washington state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed by the secretary of state, then a statement that the domestication 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 is abandoned and does not become effective.
RCW 24.36.420 — Washington Code / Title 24 / Chapter 36 / Section 420
RCW 24.36.420: When title passes on sale by member to association.
Status: in_force

If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract.
RCW 24.06.095 — Washington Code / Title 24 / Chapter 06 / Section 095
RCW 24.06.095: Bylaws.
Status: in_force

The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws shall be vested in the board of directors unless otherwise provided in the articles of incorporation or the bylaws. The bylaws may contain any provisions for the regulation and management of the affairs of a corporation not inconsistent with law or the articles of incorporation: PROVIDED, That where the bylaws of an existing corporation prohibit voting by mail, by electronic transmission, or by proxy or attorney-in-fact, and the quorum required by its bylaws for election of directors or transaction of other business has not been obtained at a shareholders' or members' meeting, for a period which includes at least two consecutive annual meeting dates, the board of directors shall have power to amend such bylaws to thereafter authorize voting by mail, by electronic transmission, or by proxy or attorney-in-fact.
RCW 24.06.155 — Washington Code / Title 24 / Chapter 06 / Section 155
RCW 24.06.155: Officers.
Status: in_force

The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors. The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.
RCW 24.03A.045 — Washington Code / Title 24 / Chapter 03A / Section 045
RCW 24.03A.045: Relationship to other laws.
Status: in_force

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. (3) This chapter modifies, limits, or supersedes the federal electronic signatures in global and national commerce act, Title 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that act or authorize delivery by electronic transmission of any of the notices described in section 103(b) of that act.
RCW 24.03A.395 — Washington Code / Title 24 / Chapter 03A / Section 395
RCW 24.03A.395: Special meetings.
Status: in_force

(1) A membership corporation shall hold a special meeting of members: (a) At the call of its board of directors, the president, or the persons authorized to do so by the articles or bylaws; or (b) Upon the execution and delivery to the corporation of one or more demands for a special meeting, in the form of a record, describing the purpose for which the meeting is to be held, by either: (i) The number or proportion of members entitled under the articles or bylaws to call a meeting on the subject matter proposed to be considered at the proposed special meeting, which shall not represent more than twenty-five percent of all the votes entitled to be cast on that subject matter; or (ii) In the absence of a provision fixing the number or proportion of members entitled to call a meeting, the number or proportion of members representing five percent of all the votes entitled to be cast on the subject matter proposed to be considered at the proposed special meeting. (2) Unless otherwise provided in the articles or bylaws, a demand for a special meeting may be revoked by notice to that effect received by the membership corporation from the members calling the meeting before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting. (3) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420 , the record date for determining members entitled to demand a special meeting is the date the first member executes a demand. (4) Only business within the purpose or purposes described in the meeting notice required by RCW 24.03A.410 (3) may be conducted at a special meeting of the members. (5) Except as provided in subsection (6) of this section, special meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the articles or bylaws. If no place is stated or fixed in accordance with the articles or bylaws, then special meetings shall be held at the corporation's principal office. (6) The articles or bylaws may provide that a special meeting of members be held at a specified location and, unless otherwise provided under the articles or bylaws, through means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. Notice of meetings at which one or more members may participate by means of remote communication must be delivered by a means which the member has authorized and provide complete instructions for participating in the meeting from a remote location.
RCW 24.36.120 — Washington Code / Title 24 / Chapter 36 / Section 120
RCW 24.36.120: Nonstock associations—Statement in articles.
Status: in_force

If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the general rule or rules applicable to all members by which the voting power and the property rights and interests, respectively, of each member may be and are determined and fixed; and shall also provide for the admission of new members who shall be entitled to vote and to share in the property of the association with the old members, in accordance with such general rule or rules.
RCW 24.03A.010 — Washington Code / Title 24 / Chapter 03A / Section 010
RCW 24.03A.010: Definitions.
Status: in_force

The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Address," unless otherwise specified, means either a physical mailing address or an electronic address. (2) "Articles" or "articles of incorporation" means the original articles of incorporation as modified by all amendments thereof, as filed by the secretary of state. If any record filed under this chapter restates the articles in their entirety, thenceforth the articles shall not include any prior filings. (3) "Board" or "board of directors" means the team or body of individuals ultimately responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the team or body. (4) "Bylaws" means the code or codes of rules, other than the articles, adopted for the regulation and governance of the internal affairs of the nonprofit corporation, regardless of the name or names used to refer to those rules, excluding separate policies or procedures adopted by the board. (5) "Charitable corporation" means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes. (6) "Charitable purpose" means a purpose that: (a) Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under section 501(c)(3) of the internal revenue code; or (b) Is considered charitable under applicable law other than this chapter or the internal revenue code. (7) "Contribution" means the payment, donation, or promise, for consideration or otherwise, of any money or property of any kind or value which contribution is wholly or partly induced by a solicitation. (8) "Corporation" means a domestic nonprofit corporation, unless otherwise specified. (9) "Delegate" means a person elected or appointed to vote in a representative capacity for the election of directors or on other matters. (10) "Deliver" or "delivery" of a record means delivery by hand, United States mail, private courier service, electronic transmission, or other methods of delivery used in conventional commercial practice, except that delivery to the secretary of state means actual receipt by the secretary of state. (11) "Director" means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position. (12) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state. (13) "Domestic corporation" or "domestic nonprofit corporation" means a domestic corporation incorporated under or subject to this chapter. (14) "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of this state. (15) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (16) "Electronic transmission" means an electronic communication: (a) Not directly involving the physical transfer of a record in a tangible medium; and (b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such a sender and recipient. (17) "Electronically transmitted" means that the sender of an electronic transmission initiated the electronic transmission. (18) "Eligible entity" means a domestic or foreign unincorporated entity, a domestic nonprofit corporation incorporated under a corporations statute other than this chapter or its predecessor statutes, or a domestic or foreign for-profit corporation. (19) "Employee" does not include an individual serving as an officer or director who is not otherwise employed by the corporation. (20) "Entitled to vote" means entitled to vote on the matter under consideration pursuant to the articles or bylaws of the nonprofit corporation or any applicable controlling provision of law. (21) "Entity" means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and includes, but is not limited to: (a) A domestic or foreign for-profit corporation; (b) A domestic or foreign nonprofit corporation; (c) A domestic or foreign general or limited partnership; (d) A domestic or foreign limited liability partnership; (e) A domestic or foreign limited liability company; (f) Any other domestic or foreign unincorporated entity; (g) A domestic or foreign estate or trust; (h) The federal government; (i) A tribal government; and (j) A state or local government, foreign government, or governmental subdivision. (22) "Ex officio director" means an individual who becomes a member of the board of directors not through the regular elections process but by virtue of another position that he or she holds. Unless the articles or bylaws specifically state that an ex officio director does not have the right to vote, such a director has the same right to vote as any other director. (23) "Execute" or "executed" means: (a) Signed, with respect to a written record; (b) Electronically transmitted along with sufficient information to determine the sender's identity and intent to execute; or (c) With respect to a record to be filed by the secretary of state, in compliance with the standards for filing as prescribed by this chapter; chapter 23.95 RCW; or the secretary of state. (24) "Federal government" includes a district, authority, bureau, commission, department, and any other agency of the federal government of the United States. (25) "Filing entity" means an unincorporated entity that is created by filing a public organic record. (26) "For-profit corporation" or "domestic for-profit corporation" means a domestic business corporation incorporated under or subject to Title 23B RCW or any successor provisions. (27) "Foreign," with respect to an entity, means governed as to its internal affairs by the law of a jurisdiction other than this state. (28) "Foreign for-profit corporation" means a foreign corporation that would be a for-profit corporation if incorporated under the law of this state. (29) "Foreign corporation" or "foreign nonprofit corporation" means a foreign corporation that would be a nonprofit corporation if incorporated under the law of this state. (30) "Foreign unincorporated entity" means an unincorporated entity whose internal affairs are governed by an organic law of a jurisdiction other than this state. (31) "Fundamental transaction" means an amendment of the articles or bylaws, merger, sale of all or substantially all of the assets, domestication, conversion, or dissolution of a nonprofit corporation. (32) "Gift instrument" means a record or records under which property is donated to, transferred to, granted to, or held by the corporation. A solicitation constitutes a gift instrument with respect to a donation, transfer, or grant of property made in response to the solicitation only if: (a) The solicitation was in the form of a record , including[,] but not limited to, invitations made by electronic transmission or in electronic media, or was documented in the form of a record created no later than ninety days after the solicitation was made; and (b) The donation, transfer, or grant of property was made within one year of the solicitation. (33) "Governmental subdivision" includes an authority, county, district, and municipality formed or authorized by any federal, state, or local government. (34) "Includes" denotes a partial definition. (35) "Individual" means a natural person. (36) "Interest" 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. (37) "Interest holder" means a person who holds of record an interest. (38) "Interest holder liability" means personal liability for a debt, obligation, or liability of a domestic or foreign for-profit or nonprofit corporation or unincorporated entity that is imposed on a person: (a) Solely by reason of the person's status as a shareholder, interest holder, or member; or (b) By the articles, bylaws, or an organic record pursuant to a provision of the organic law authorizing the articles, bylaws, or an organic record to make one or more specified shareholders, interest holders, or members liable in their capacity as shareholders, interest holders, or members for all or specified debts, obligations, or liabilities of the entity. (39) "Internal revenue code" means Title 26 U.S.C., the federal internal revenue code of 1986, as amended, or any successor statute. (40) "Jurisdiction," when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. (41) "Jurisdiction of formation" means the jurisdiction whose law includes the organic law of an entity. (42) "Material interest" means an actual or potential benefit or detriment, other than one that would devolve on the nonprofit corporation or the members generally, that would reasonably be expected to impair the objectivity of an individual's judgment when participating in the action to be taken. (43) "Material relationship" means a familial, financial, professional, employment, or other relationship that would reasonably be expected to impair the objectivity of an individual's judgment when participating in the action to be taken. (44) "Means" denotes an exhaustive definition. (45) "Member" means: (a) Where the articles state that the corporation has members, a person who has a right set forth in the articles or bylaws, not as a delegate, to select or vote for the election of directors or delegates or to vote on at least one type of fundamental transaction. (b) For a corporation formed before January 1, 2022, the articles of which do not state that the corporation has members, a person who: (i) Is defined as a member in the bylaws; and (ii) Has a right provided in the bylaws, not as a delegate, to select or vote for the election of directors or delegates or to vote on at least one type of fundamental transaction. (c) A delegate or group of delegates, to the extent: (i) The powers, functions, or authority of the members have been vested in, or are exercised by, such a delegate or group of delegates; and (ii) The provision of this chapter in which the term appears is relevant to the discharge by the delegate or group of delegates of its powers, functions, or authority. (46) "Membership" means the rights and any obligations of a member in a nonprofit corporation. (47) "Membership corporation" means a nonprofit corporation whose articles provide that it has members, or that has members as defined in subsection (45) of this section. (48) "Nonfiling entity" means an unincorporated entity that is not created by filing a public organic record. (49) "Nonmembership corporation" means a nonprofit corporation whose articles do not provide that it has members and that does not have members as defined in subsection (45)(b) of this section. (50) "Nonprofit corporation" means a domestic nonprofit corporation, unless otherwise specified. (51) "Notice" has the same meaning as described in RCW 24.03A.015 . (52) "Notify" means to provide notice as defined in RCW 24.03A.015 . (53) "Officer" includes: (a) A person who is an officer as defined in RCW 24.03A.585 ; and (b) If a nonprofit corporation is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, that fiduciary or any person appointed by that fiduciary to act as an officer for any purpose under this chapter. (54) "Organic law" means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. (55) "Organic record" means a public organic record or the private organic rules. (56) "Person" includes an individual or an entity. (57) "Principal office" means the office designated in the annual report required under RCW 23.95.255 as the location of the principal executive office of a domestic or foreign nonprofit corporation, whether or not in this state. (58) "Private organic rules" means the rules, whether or not in a record, that govern the internal affairs of an unincorporated entity, are binding on all of its interest holders, and are not part of its public organic record, if any. (59) "Proceeding" means any civil suit or criminal, administrative, or investigatory action. (60) "Property" means all property, whether real, personal, or mixed or tangible or intangible, including cash, securities, or real property, or any right or interest therein. (61) "Property held for charitable purposes" is as defined in RCW 24.03A.165 . (62) "Public organic record" means the record, if any, that is filed as a public record to create an unincorporated entity and any amendment to or restatement of that record. (63) "Record" means information inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. An electronic transmission not directly involving the physical transfer of a record in a tangible medium is a record only if: (a) It may be retained, retrieved, and reviewed by the sender and the recipient thereof; and (b) It may be directly reproduced in a tangible medium by the sender and the recipient thereof. (64) "Record date" means the date established under RCW 24.03A.420 on which a nonprofit corporation determines the identity of its members and the membership rights they hold for purposes of this chapter. The determinations shall be made as of 12:01 a.m. on the record date unless another time for doing so is specified when the record date is fixed. (65) "Registered foreign nonprofit corporation" means a foreign nonprofit corporation registered to do business in this state. (66) "Religious corporation" means a charitable corporation including, but not limited to, a church, mosque, synagogue, temple, nondenominational ministry, interdenominational or ecumenical organization, or faith-based social service agency, that is: (a) Organized primarily for religious purposes; (b) Operated primarily, in good faith, to carry out religious purposes; (c) Held out to the public as carrying out religious purposes; and (d) Not engaged primarily or substantially in the exchange of goods or services for consideration, unless the consideration does not exceed nominal amounts. (67) "Shareholder" means the person in whose name shares are registered in the records of a domestic or foreign for-profit corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with such a corporation. (68) "Shares" means the units into which the proprietary interests in a domestic or foreign for-profit corporation, or a nonprofit corporation incorporated under organic law other than this chapter that permits proprietary interests in such a corporation, are divided. (69) "Solicitation" means any oral or written request for a contribution, including an offer or attempt by the solicitor to sell any property, rights, services, or other thing, in connection with which: (a) Any appeal is made for any charitable purpose; (b) The name of any charitable corporation, or any foreign nonprofit corporation that would be a charitable corporation if it were incorporated under this chapter, is used as an inducement for making the contribution or consummating the sale; or (c) Any statement is made that implies that the whole or any part of the contribution or the proceeds from the sale will be applied toward any charitable purpose or donated to any entity organized or operated for charitable purposes. (70) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States, and any agency or governmental subdivision of any of the foregoing. (71) "Tangible medium" means a writing, copy of a writing, facsimile, or a physical reproduction, each on paper or on other tangible material. (72) "Unincorporated entity" means an entity that is not any of the following: A domestic or foreign for-profit or nonprofit corporation, an estate, a trust, a governmental subdivision, the federal government, a tribal government, a state or local government, a municipal corporation, a foreign government, or a governmental subdivision. The term includes a general partnership, limited liability company, limited partnership, cooperative association, limited cooperative association, business or statutory trust, joint stock association, and unincorporated nonprofit association. (73) "Vote," "voting," or "casting a vote" includes voting occurring at a meeting; voting of members by ballot or proxy; and the giving of consent in the form of a record without a meeting by a person entitled to vote. Whether or not the person entitled to vote characterizes such conduct as voting or casting a vote, the term does not include either recording the fact of abstention or failing to vote for: (a) A candidate; or (b) Approval or disapproval of a matter. (74) "Voting group" means one or more classes of members that under the articles, bylaws, or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles, bylaws, or this chapter to vote generally on that matter are for that purpose a single voting group. (75) "Voting power" means the current power to vote in the election of directors or delegates, or to vote on approval of any type of fundamental transaction.
RCW 24.03A.495 — Washington Code / Title 24 / Chapter 03A / Section 495
RCW 24.03A.495: Standards of conduct for directors.
Status: in_force

(1) Each director, when discharging the duties of a director, shall act: (a) In good faith; (b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and (c) In a manner the director reasonably believes to be in the best interests of the nonprofit corporation. (2) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule. (3) In discharging the duties of a director, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by: (a) One or more officers, employees, or volunteers of the nonprofit corporation whom the director reasonably believes to be reliable and competent in the functions performed or the matters presented; (b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters: (i) Within the particular person's professional or expert competence; or (ii) As to which the particular person merits confidence; or (c) A committee of the board of which the director is not a member, designated in accordance with provisions of the articles or bylaws, as to matters within its designated authority, if the director reasonably believes the committee merits confidence. (4) A director is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
RCW 24.03A.235 — Washington Code / Title 24 / Chapter 03A / Section 235
RCW 24.03A.235: Inspection by directors.
Status: in_force

(1) A director of a nonprofit corporation may inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law other than this chapter. (2) The court may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused the inspection rights set out in subsection (1) of this section, unless the corporation establishes that the director is not entitled to those inspection rights. (3) If an order is issued, then the court may include provisions protecting the nonprofit corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable attorneys' fees, incurred in connection with the application.
RCW 24.28.020 — Washington Code / Title 24 / Chapter 28 / Section 020
RCW 24.28.020: In what pursuits such corporation may engage.
Status: in_force

Said grange may engage in any industrial pursuit, manufacturing, mining, milling, wharfing, docking, commercial, mechanical, mercantile, building, farming, building, equipping or running railroads, or generally engage in any species of trade or industry; loan money on security, purchase and sell on real estate, but when desiring to engage in either or any of the above pursuits or industries, said grange shall be subject to all the conditions and liabilities imposed by the provisions of the general corporation laws, and in addition to the conditions to be performed as recited in RCW 24.28.010 , shall file additional articles with said secretary of state stating the object, business or industry proposed to be pursued or engaged in; the amount of capital stock, the time of its existence, not to exceed fifty years; the number of shares of which the capital stock shall consist, and price per share, and the names of officers necessary to manage said business, and the places where said officers shall pursue the same.
RCW 24.03A.952 — Washington Code / Title 24 / Chapter 03A / Section 952
RCW 24.03A.952: Civil investigative demands.
Status: in_force

(1) The attorney general may, before the institution of a civil proceeding arising from an investigation instituted under RCW 24.03A.950 , execute in writing and cause to be served upon a person a civil investigative demand requiring the person to produce documentary material and permit inspection and copying, to answer in writing written interrogatories, to give oral testimony, or any combination of those demands, whenever the attorney general believes that the person: (a) May be in possession, custody, or control of any original or copy of any record, report, memorandum, paper, communication, tabulation, map, chart, photograph, mechanical transcription, or other document or recording, wherever situated, which the attorney general reasonably believes to be relevant to the subject matter of any investigation instituted under RCW 24.03A.950 ; or (b) May have knowledge of any information which the attorney general reasonably believes to be relevant to the subject matter of any such investigation. (2) The provisions of RCW 19.86.110 (2) through (9)[,] except for RCW 19.86.110 (7) (b) and (c), shall apply to every civil investigative demand issued under this section. (3) With respect to a civil investigative demand issued under this section, the venue for filing a petition to extend a return date under RCW 19.86.110 (8) or a petition for an order of enforcement under RCW 19.86.110 (9) shall include any court described in RCW 24.03A.025 . (4) The attorney general may provide copies of documentary material, answers to written interrogatories, or transcripts of oral testimony provided under this section to an official of this state, another state, or the federal government who is charged with the enforcement of state or federal laws related to the protection or regulation of property held for charitable purposes, provided that before the disclosure the receiving official agrees in the form of a record that the information may not be disclosed to anyone other than that official or the official's authorized employees or agents. Material provided under this subsection is subject to the limitations on disclosure contained in RCW 19.86.110 (7)(a), and, where applicable, Title 5 U.S.C. Sec. 552, and may not be introduced as evidence in a criminal prosecution. (5) The attorney general may use such copies of documentary material, answers to written interrogatories, or transcripts of oral testimony as the attorney general determines necessary in the enforcement of any provision of this chapter that governs the distribution, disposition, management, or expenditure of, or reporting obligations relating to, any property held for charitable purposes, including presentation before any court, provided, however, that any such material, answers to written interrogatories, or transcripts of oral testimony which contain trade secrets shall not be presented except with the approval of the court in which the action is pending after adequate notice to the person furnishing such material, answers to written interrogatories, or oral testimony.
RCW 24.03A.914 — Washington Code / Title 24 / Chapter 03A / Section 914
RCW 24.03A.914: Effect of dissolution.
Status: in_force

(1) A nonprofit corporation, the dissolution of which has been authorized, continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property as required by the plan of distribution; and (e) Doing every other act necessary to wind up and liquidate its activities and affairs. (2) Dissolution of or authorization to dissolve a nonprofit corporation does not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in RCW 24.03A.495 and 24.03A.590 ; (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (f) Terminate the authority of the registered agent of the corporation; or (g) Modify any gift restriction, unless the restriction is modified in accordance with RCW 24.03A.190 .
RCW 24.03A.918 — Washington Code / Title 24 / Chapter 03A / Section 918
RCW 24.03A.918: Known claims against dissolved corporation.
Status: in_force

(1) A dissolved nonprofit corporation shall deliver notice of the dissolution in the form of a record to all of the corporation's known claimants within thirty days of the date when the corporation delivered articles of dissolution to the secretary of state for filing. (2) A dissolved nonprofit corporation may dispose of the known claims against it by delivering a notice in the form of a record that meets the requirements listed in subsection (3) of this section to its known claimants at any time after the date when the corporation delivered articles of dissolution to the secretary of state for filing. Delivery of a notice under this subsection shall satisfy the requirement of subsection (1) of this section if the notice is delivered to all known claimants within thirty days of the date when the corporation delivered articles of dissolution to the secretary of state for filing. (3) A notice to claimants under subsection (2) of this section must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the notice, by which the dissolved nonprofit corporation must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (4) A claim against the dissolved nonprofit corporation is barred: (a) If a claimant who was given notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or (b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice. (5) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
RCW 24.24.080 — Washington Code / Title 24 / Chapter 24 / Section 080
RCW 24.24.080: Right of corporations under the statutes.
Status: in_force

Any corporation composed of fraternal organizations and/or members of fraternal organizations, heretofore incorporated under the laws of the state of Washington, may elect to subject [the] corporation and its capital stock and the rights of its stockholders therein to the provisions of this chapter by a majority vote of its trustees or directors and the unanimous assent or vote of the capital stock of such corporation. If the unanimous written assent of the capital stock has not been obtained then the unanimous vote of all of the stockholders may be taken at any regular meeting of the stockholders or at any special meeting of the stockholders called for that purpose in the manner provided by the bylaws of such corporation for special meetings of the stockholders. The president and secretary of such corporation shall certify said amendment in triplicate under the seal of such corporation as having been adopted by a majority vote of its trustees or directors and by the unanimous written assent or vote as the case may be of all of its stockholders, and file and keep the same as in the case of original articles; and from the time of filing said certificate such corporation and its capital stock and the rights of its stockholders therein shall be subject to all of the provisions of this chapter; PROVIDED, That nothing in this chapter shall affect the rights of the third person, pledgees of any shares of such capital stock, in such pledged stock, under pledges subsisting at the date of the filing of said amendment.
RCW 24.03A.655 — Washington Code / Title 24 / Chapter 03A / Section 655
RCW 24.03A.655: Amendment after admission of members.
Status: in_force

(1) An amendment to the articles of a membership corporation must be adopted in the following manner: (a) Except as provided in (e) of this subsection, a proposed amendment must be adopted by the board. (b) Except as provided in RCW 24.03A.670 and 24.03A.675 , a proposed amendment must be submitted to the members entitled to vote on the amendment, if any, for their approval. (c) The board shall deliver to all members a recommendation that the members approve an amendment, 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. (d) The board may condition its submission of an amendment to the members on any basis. Such a condition is in addition to any approval requirements set forth in the corporation's articles or bylaws or in this chapter. (e) If the articles or bylaws so permit, an amendment may be proposed by ten percent or more of the members entitled to vote on the amendment, or by a greater number of members if the articles or bylaws so specify. The provisions of (a), (c), and (d) of this subsection do not apply to an amendment proposed by the members under this subsection. (f) If an amendment is required to be approved by the members, including under (e) of this subsection, and the approval is to be given at a meeting, then the corporation shall give notice to each member, whether or not entitled to vote on the amendment, of the meeting of members at which the amendment 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 amendment and must contain or be accompanied by a copy or summary of the amendment. If a summary is provided in lieu of a copy of the amendment, then a copy must be available to members upon request and the notice shall state that fact. (g) At a meeting described in (f) of this subsection, those members entitled to vote on the amendment may: (i) Approve or reject the amendment exactly as provided or summarized in the notice of the meeting; or (ii) Approve revisions to the amendment at the meeting, if the subject matter of the revisions is within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting. (h) The board shall determine whether the subject matter of any revisions approved by members remains within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting. If the board determines that the revisions approved by the members are not within that scope, then the amendment is deemed rejected by the membership. If the board determines that the revisions by members are within scope, then the board may: (i) Accept the amendment incorporating the revisions approved by the members; or (ii) Propose a further revised amendment to the members for approval. This process may continue until an amendment acceptable to the board has been approved by the members. If successive votes take place at the same meeting of members, then no further notices or meetings are required. (i) Unless the articles or bylaws, or the board acting pursuant to (d) of this subsection, requires a greater vote or a greater number of votes to be present, the approval of an amendment by the members entitled to vote thereon requires the approval 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 amendment, the approval of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (j) Except as provided in subsection (2) 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. (k) If a membership corporation has no members entitled to vote on the amendment, then the corporation shall deliver notice of the approval of the amendment by the board to all members of the corporation at least five days before filing articles of amendment or restated articles of incorporation with the secretary of state. (2) Unless the articles provide otherwise, the board of a membership corporation may adopt amendments to the corporation's articles without approval of the members to: (a) Delete the names and addresses of the initial directors; (b) Notwithstanding RCW 24.03A.100 (2), 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; or (c) Restate without change all of the then operative provisions of the articles.
RCW 24.06.140 — Washington Code / Title 24 / Chapter 06 / Section 140
RCW 24.06.140: Quorum of directors.
Status: in_force

A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws: PROVIDED, That a quorum shall never consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.
RCW 24.20.020 — Washington Code / Title 24 / Chapter 20 / Section 020
RCW 24.20.020: Filing fee.
Status: in_force

The secretary of state shall file such articles of incorporation in the secretary of state's office and issue a certificate of incorporation to any such lodge or other society upon the payment of the filing fee established by the secretary of state under RCW 23.95.260 .A notice, stating briefly the objects of the petition, and containing a description of the land, real estate, premises or property sought to be appropriated, and stating the time and place, when and where the same will be presented to the court, or the judge thereof, shall be served on each and every person named therein as owner, encumbrancer, tenant, or otherwise interested therein, at least ten days previous to the time designated in such notice for the presentation of such petition. Such service shall be made by delivering a copy of such notice to each of the persons or parties so named therein, if a resident of the state; or, in case of the absence of such person or party from his or her usual place of abode, by leaving a copy of such notice at his or her usual place of abode; or, in case of a foreign corporation, at its principal place of business in this state, with some person of more than sixteen years of age. In case of domestic corporations, such service shall be made upon the president, secretary or other director or trustee of such corporation. In case of persons under the age of eighteen years, on their guardians, or in case no guardian shall have been appointed, then on the person who has the care and custody of such person; in case of idiots, lunatics or distracted persons, on their guardian, or in case no guardian shall have been appointed, then on the person in whose care or charge they are found. In case the land, real estate, premises or other property sought to be appropriated is state, school or county land, the notice shall be served on the auditor of the county in which the land, real estate, premises or other property sought to be appropriated is situated. In all cases where the owner or person claiming an interest in such real or other property, is a nonresident of this state, or where the residence of such owner or person is unknown, and an affidavit of the agent or attorney of the corporation shall be filed that such owner or person is a nonresident of this state, or that after diligent inquiry his residence is unknown, or cannot be ascertained by such deponent, service may be made by publication thereof in any newspaper published in the county where such lands are situated once a week for two successive weeks; and in case no newspaper is published in said county, then such publication may be had in a newspaper published in the county nearest to the county in which lies the land sought to be appropriated. And such publication shall be deemed service upon each of such nonresident person or persons whose residence is unknown. Such notice shall be signed by the president, manager, secretary or attorney of the corporation; and in case the proceedings provided for in RCW 8.20.010 through 8.20.140 are instituted by the owner or any other person or party interested in the land, real estate, or other property sought to be appropriated, then such notice shall be signed by such owner, person or party interested, or his, her or its attorney. Such notice may be served by any competent person eighteen years of age or over. Due proof of the service of such notice by affidavit of the person serving the same, or by the printer's affidavit of publication, shall be filed with the clerk of such superior court before or at the time of the presentation of such petition. Want of service of such notice shall render the subsequent proceedings void as to the person not served, but all persons or parties having been served with notice as herein provided, either by publication or otherwise, shall be bound by the subsequent proceedings. In all other cases not otherwise provided for, service of notices, orders and other papers in the proceedings authorized by RCW 8.20.010 through 8.20.140 may be made as the superior court or the judge thereof may direct.
RCW 24.06.175 — Washington Code / Title 24 / Chapter 06 / Section 175
RCW 24.06.175: Effect of filing of articles of incorporation.
Status: in_force

Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.
RCW 24.03A.610 — Washington Code / Title 24 / Chapter 03A / Section 610
RCW 24.03A.610: Liability for unlawful distributions.
Status: in_force

(1) A director or officer is personally liable to the nonprofit corporation for the amount of any distribution that exceeds the amount the corporation could have distributed without violating RCW 24.03A.155 if: (a) The nature or amount of the distribution was material to the interests of the corporation for any reason under all of the facts and circumstances including, but not limited to, federal excise tax liability or federal tax penalties imposed on the corporation as a result of the distribution; (b) The director or officer voted for or assented to that distribution as a director, or participated beyond the level of a ministerial function in making that distribution as an officer; and (c) The party asserting liability establishes that, when taking the action, the director or officer violated the standard of conduct set forth in subsection (2) of this section. (2) A director or officer may be held liable under this section: (a) For a distribution by a charitable corporation, or a distribution of assets held for charitable purposes, if the director did not comply with RCW 24.03A.495 or the officer did not comply with RCW 24.03A.590 ; or (b) If the conduct of the director or officer with respect to the distribution constitutes gross negligence. (3) A director or officer held liable under this section for an unlawful distribution is entitled to: (a) Contribution from every other director or officer who could be held liable under this section for the unlawful distribution; and (b) Recoupment from each person of the pro rata portion of the amount of the unlawful distribution the person received: (i) Whether or not the person knew the distribution was made in violation of this chapter, for a distribution by a charitable corporation or of property held for charitable purposes; or (ii) Knowing the distribution was made in violation of this chapter, for a distribution of property not held for charitable purposes. (4) A proceeding to enforce: (a) The liability of a director or officer under this section is barred, unless it is commenced within three years after the date on which the distribution was made; or (b) Contribution or recoupment under subsection (3) of this section is barred, unless it is commenced within one year after the liability of the claimant under this section has been finally adjudicated.
RCW 24.36.390 — Washington Code / Title 24 / Chapter 36 / Section 390
RCW 24.36.390: Power of association to form, control, own stock in or be member of another corporation or association—Warehouse receipts.
Status: in_force

An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling of the fishery products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed or licensed and bonded under the laws of this state or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association.
RCW 24.03A.115 — Washington Code / Title 24 / Chapter 03A / Section 115
RCW 24.03A.115: Liability for preincorporation transactions.
Status: in_force

All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
RCW 24.03A.425 — Washington Code / Title 24 / Chapter 03A / Section 425
RCW 24.03A.425: Conduct of meeting.
Status: in_force

(1) At each meeting of members, an individual shall preside as chair. The chair is appointed and may be removed: (a) As provided in the articles or bylaws; (b) In the absence of a provision in the articles or bylaws, by the board; or (c) In the absence of both a provision in the articles or bylaws and an appointment by the board, by the members at the meeting. (2) Except as provided in the articles or bylaws or by resolution of the board, the chair determines the order of business and has the authority to establish rules for the order and conduct of the meeting. (3) Any rules established for the order and conduct of the meeting pursuant to subsection (2) of this section must be fair to the members. (4) Except as provided in the articles or bylaws or by resolution of the board: (a) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. (b) If no announcement is made, then the polls are deemed to have closed upon the final adjournment of the meeting. (c) After the polls close, no ballots, proxies, or votes, nor any otherwise permissible revocations or changes thereto may be accepted.
RCW 24.50.010 — Washington Code / Title 24 / Chapter 50 / Section 010
RCW 24.50.010: Washington manufacturing services—Organization—Mission—Board of directors—Powers—Duties.
Status: in_force

(1) Washington manufacturing services is organized as a private, nonprofit corporation in accordance with chapter 24.03A RCW and this section. The mission of the corporation is to operate a modernization extension system, coordinate a network of public and private modernization resources, and stimulate the competitiveness of small and midsize manufacturers in Washington. (2) The corporation must be governed by a board of directors. A majority of the board of directors shall be representatives of small and medium-sized manufacturing firms and industry associations, networks, or consortia. The board must also include at least one member representing labor unions or labor councils and, as ex officio members, the director of the department of commerce, the executive director of the state board for community and technical colleges, and the director of the workforce training and education coordinating board, or their respective designees. (3) The corporation may be known as impact Washington and may: (a) Charge fees for services, make and execute contracts with any individual, corporation, association, public agency, or any other entity, and employ all other legal instruments necessary or convenient for the performance of its duties and the exercise of its powers and functions under this chapter; and (b) Receive funds from federal, state, or local governments, private businesses, foundations, or any other source for purposes consistent with this chapter. (4) The corporation must: (a) Develop policies, plans, and programs to assist in the modernization of businesses in targeted sectors of Washington's economy and coordinate the delivery of modernization services; (b) Provide information about the advantages of modernization and the modernization services available in the state to federal, state, and local economic development officials, state colleges and universities, and private providers; (c) Collaborate with the Washington quality initiative in the development of manufacturing quality standards and quality certification programs; (d) Collaborate with industry sector and cluster associations to inform import-impacted manufacturers about federal trade adjustment assistance funding; (e) Serve as an information clearinghouse and provide access for users to the federal manufacturing extension partnership national research and information system; and (f) Provide, either directly or through contracts, assistance to industry or cluster associations, networks, or consortia, that would be of value to their member firms in: (i) Adopting advanced business management practices such as strategic planning and total quality management; (ii) Developing mechanisms for interfirm collaboration and cooperation; (iii) Appraising, purchasing, installing, and effectively using equipment, technologies, and processes that improve the quality of goods and services and the productivity of the firm; (iv) Improving human resource systems and workforce training in a manner that moves firms toward flexible, high-performance work organizations; (v) Developing new products; (vi) Conducting market research, analysis, and development of new sales channels and export markets; (vii) Improving processes to enhance environmental, health, and safety compliance; and (viii) Improving credit, capital management, and business finance skills. (5) Between thirty-five and sixty-five percent of the funds received by the corporation from the state must be used by the corporation for carrying out the duties under subsection (4)(f) of this section, consistent with the intent of RCW 24.50.005 (2).