RCW 24.03A.040 — Washington Code / Title 24 / Chapter 03A / Section 040
RCW 24.03A.040: Relationship to prior statutes.
Status: repealed

(1) Except as provided in subsection (2) of this section, the repeal of chapter 24.03 RCW by chapter 176, Laws of 2021 does not affect: (a) The operation of the repealed chapter or any action taken under it before its repeal; (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the repealed chapter before its repeal; (c) Any violation of the repealed chapter, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or (d) Any proceeding, reorganization, or dissolution commenced under the repealed chapter before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the repealed chapter as if it had not been repealed. (2) If a penalty or punishment imposed for violation of chapter 24.03 RCW repealed by chapter 176, Laws of 2021 is reduced by this chapter, then the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
RCW 24.06.080 — Washington Code / Title 24 / Chapter 06 / Section 080
RCW 24.06.080: Shares—Certificates.
Status: in_force

The shares of a corporation shall be represented by certificates signed by the president or vice president and the secretary or an assistant secretary of the corporation, and may be sealed with the seal of the corporation or a facsimile thereof. The signatures of the president or vice president and the secretary or assistant secretary upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer at the date of its issue. Every certificate representing shares issued by a corporation which is authorized to issue shares of more than one class shall set forth upon the face or back of the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued and, if the corporation is authorized to issue any preferred or special class in series, the variations in the relative rights and preferences between the shares of each such series so far as the same have been fixed and determined and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. Each certificate representing shares shall state upon the face thereof: (1) That the corporation is organized under the laws of this state. (2) The name of the person to whom issued. (3) The number and class of shares, and the designation of the series, if any, which such certificate represents. (4) The par value of each share represented by such certificate, or a statement that the shares are without par value. No certificate shall be issued for any share until such share is fully paid.
RCW 24.03A.250 — Washington Code / Title 24 / Chapter 03A / Section 250
RCW 24.03A.250: Application and renewal.
Status: in_force

(1) The secretary of state shall develop an application process for new and existing corporations to apply for public benefit nonprofit corporation status. (2) Public benefit nonprofit corporation status must be renewed annually. The secretary of state may schedule renewals in conjunction with the corporation's annual report.
RCW 24.03A.440 — Washington Code / Title 24 / Chapter 03A / Section 440
RCW 24.03A.440: Membership quorum and voting requirements.
Status: in_force

(1) Members may take action at a meeting on matters with respect to which all of the members are entitled to vote only if a quorum of the members is present. Except as provided in the articles or the bylaws, ten percent of the votes entitled to be cast at a meeting of the members constitutes a quorum with respect to those matters. (2) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members is present with respect to that matter. Except as provided in the articles or bylaws, ten percent of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (3) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or is required to be set for that adjourned meeting. (4) If a quorum is present, then action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles, bylaws, or applicable law require a greater number of affirmative votes. (5) An amendment of the articles or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (4) of this section is governed by RCW 24.03A.445 . (6) If a meeting cannot be organized because a quorum of members entitled to vote is not present, then those members present may adjourn the meeting to such a time and place as they may determine. When a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the articles, or the bylaws, nonetheless constitute a quorum, if notice of the time and place of the reconvened meeting is provided by electronic transmission or in person to the members entitled to vote at least twenty-four hours before the reconvened meeting, or by other methods pursuant to the requirements and procedures set forth in RCW 24.03A.410 . The articles or the bylaws may, however, permit the reconvening of a meeting without notice, by means of a provision that makes explicit reference to elimination of the notice requirement that would otherwise apply under this section. (7) The election of directors is governed by RCW 24.03A.450 .
RCW 24.03A.790 — Washington Code / Title 24 / Chapter 03A / Section 790
RCW 24.03A.790: Action on a plan of domestication.
Status: in_force

In the case of a domestication of a domestic nonprofit corporation in a foreign jurisdiction: (1) The plan of domestication must be adopted by the board. (2) If there are no members entitled to vote on the plan, then the plan must be adopted by a vote of the majority of directors then in office. If a membership corporation has no members entitled to vote on the plan, then the corporation shall deliver notice of the proposed domestication to all members of the corporation at least ten days before the meeting at which the board is to adopt the plan. (3) After adopting the plan of domestication, the board shall submit the plan to the members for their approval, if there are members entitled to vote on the plan. The board shall also transmit to the members a recommendation that the members approve the plan, unless the board determines that, because of conflicts of interest or other special circumstances, it should not make such a recommendation, in which case the board shall transmit to the members the basis for that determination. (4) The board may condition its submission of the plan of domestication to the members on any basis. (5) If the approval of the members is to be given at a meeting, then the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include a copy of the articles and bylaws as they will be in effect immediately after the domestication. If a summary is provided in lieu of a copy of the plan, then a copy of the plan must be available to members upon request and this fact must be stated in the notice. (6) Unless the articles or bylaws, or the board acting pursuant to subsection (4) of this section, requires a greater vote or a greater number of votes to be present, the approval of the plan of domestication by the members entitled to vote thereon requires the approval of a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the plan, the approval of a majority of the members of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (7) A separate voting by voting groups is required by each class of members that: (a) Is to be reclassified under the plan of domestication into a different class of members, or into obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; (b) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to articles of incorporation, would require action by separate voting groups under RCW 24.03A.660 ; or (c) Is entitled under the articles or bylaws to vote as a voting group to approve an amendment of the articles. (8) If any provision of the articles, bylaws, or an agreement to which any of the directors or members are parties, adopted or entered into before January 1, 2022, applies to a merger of the corporation and that document does not refer to a domestication of the corporation, then the provision is deemed to apply to a domestication of the corporation until the provision is later amended.
RCW 24.06.310 — Washington Code / Title 24 / Chapter 06 / Section 310
RCW 24.06.310: Qualifications of receivers—Bond.
Status: in_force

A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give such bond as the court may direct with such sureties as the court may require.
RCW 24.36.460 — Washington Code / Title 24 / Chapter 36 / Section 460
RCW 24.36.460: Presumption that landlord or lessor can control delivery—Remedies for nondelivery or breach.
Status: in_force

In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by his or her equipment by tenants, or others, whose tenancy or possession or work on such equipment or the terms of whose tenancy or possession or labor thereon were created or changed after execution by the landlord or lessor, of such a marketing agreement; and in such actions, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landlord or lessor.
RCW 24.03A.450 — Washington Code / Title 24 / Chapter 03A / Section 450
RCW 24.03A.450: Voting for directors.
Status: in_force

(1) Except as provided in the articles or bylaws, directors of a membership corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (2) Except as provided in the articles or bylaws, or under subsection (3) of this section, members do not have a right to cumulate their votes for directors. (3) Members of a nonprofit corporation who were entitled to cumulate their votes for the election of directors on January 1, 2022, continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles or bylaws of the corporation.
RCW 24.03A.430 — Washington Code / Title 24 / Chapter 03A / Section 430
RCW 24.03A.430: Proxies.
Status: in_force

(1) Except as provided in the articles or bylaws, a member may not vote by proxy. (2) If the articles or bylaws allow members to vote by proxy, then the following procedure applies unless the articles or bylaws provide otherwise: (a) A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by executing an appointment form in the form of a record. An appointment form must contain or be accompanied by information from which it can be determined that the member or the member's agent or attorney-in-fact authorized the appointment of the proxy. (b) An appointment of a proxy is effective when an executed appointment in the form of a record is received by the inspectors of election, the officer or agent of the membership corporation authorized to tabulate votes, or the secretary. An appointment is valid for eleven months unless a shorter or longer period is expressly provided in the appointment form. (c) The death or incapacity of the member appointing a proxy does not affect the right of the membership corporation to accept the proxy's authority unless notice of the death or incapacity is received by the inspectors of election, the officer or agent authorized to tabulate votes, or the secretary before the proxy exercises his or her authority under the appointment. (d) A membership corporation may accept the proxy's vote or other action as that of the member making the appointment, subject to RCW 24.03A.455 and to any express limitation on the proxy's authority stated in the appointment form. (e) A proxy may be revoked by a member by delivering notice in the form of a record to the corporation before the corporation has relied upon the proxy.
RCW 24.06.900 — Washington Code / Title 24 / Chapter 06 / Section 900
RCW 24.06.900: Short title.
Status: in_force

This chapter shall be known and may be cited as the "Nonprofit Miscellaneous and Mutual Corporation Act".
RCW 24.06.405 — Washington Code / Title 24 / Chapter 06 / Section 405
RCW 24.06.405: Merger of foreign corporation authorized to conduct affairs in this state.
Status: in_force

Whenever a foreign corporation authorized to conduct affairs in this state shall be a party to a statutory merger permitted by the laws of the state or country under which it is incorporated, and such corporation shall be the surviving corporation, it shall, within thirty days after such merger becomes effective, file with the secretary of state a copy of the articles of merger duly authenticated by the proper officer designated under the laws of the state or country in which such statutory merger was effected; and it shall not be necessary for such corporation to procure either a new or amended certificate of authority to conduct affairs in this state unless the name of such corporation be changed thereby or unless the corporation desires to pursue in this state other or additional purposes than those which it is then authorized to pursue in this state.
RCW 24.03A.090 — Washington Code / Title 24 / Chapter 03A / Section 090
RCW 24.03A.090: Incorporators.
Status: in_force

One or more individuals may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. Individuals acting as incorporators must be at least eighteen years old.
RCW 24.03A.145 — Washington Code / Title 24 / Chapter 03A / Section 145
RCW 24.03A.145: Emergency powers.
Status: in_force

(1) For purposes of this section, an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited normal functions in daily living including communications and travel. (2) In anticipation of and for the duration of an emergency, the board of a nonprofit corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Take those actions necessary to preserve the corporation and ensure that it acts in accordance with its purposes. (3) During an emergency, unless the articles or bylaws provide otherwise: (a) Notice of a meeting of the board need be given only to those directors it is practicable to reach and may be given in any practicable manner; (b) The quorum required under RCW 24.03A.565 or the articles or bylaws need not be established at such a meeting; and (c) One or more officers of the nonprofit corporation present at a meeting of the board may be deemed to be directors for purposes of the meeting. (4) In anticipation of and for the duration of an emergency, any meeting of the membership or of the board of directors may be conducted through one or more means of remote communication through which members or directors not physically present may simultaneously participate with each other during the meeting, notwithstanding any provision of the articles or bylaws that provides otherwise. A member or director participating in a meeting through such means in anticipation of and for the duration of an emergency is considered present in person at the meeting. (5) Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the nonprofit corporation: (a) Binds the corporation; and (b) May not be used to impose liability on a director, officer, employee, or agent.
RCW 24.24.090 — Washington Code / Title 24 / Chapter 24 / Section 090
RCW 24.24.090: Certificates of capital stock.
Status: in_force

All certificates of capital stock of corporations incorporated under or becoming subject to the provisions of this chapter shall have expressly stated on the face thereof that such corporation and its capital stock and the rights of stockholders therein are subject to the provisions of this chapter and that its capital stock is not assignable or transferable except as in this chapter provided.
RCW 24.03A.550 — Washington Code / Title 24 / Chapter 03A / Section 550
RCW 24.03A.550: Meetings of the board.
Status: in_force

(1) The board may hold regular or special meetings in or out of this state. (2) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, one or more means of remote communication through which all of the directors may simultaneously participate with each other during the meeting. A director participating in a meeting by this means is considered present in person at the meeting. For any meeting at which one or more directors may participate by means of remote communication, notice of the meeting must be delivered to each director by a means which the director has authorized and provide complete instructions for participating in the meeting by remote communication.
RCW 24.36.450 — Washington Code / Title 24 / Chapter 36 / Section 450
RCW 24.36.450: Injunctions, specific performance if breach or threatened breach by member.
Status: in_force

In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member.
RCW 24.36.220 — Washington Code / Title 24 / Chapter 36 / Section 220
RCW 24.36.220: Bylaws of association—Nomination of directors by public officials or other directors—Limitation.
Status: in_force

The bylaws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated need not be members of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire number of directors.
RCW 24.20.035 — Washington Code / Title 24 / Chapter 20 / Section 035
RCW 24.20.035: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 24.06.245 — Washington Code / Title 24 / Chapter 06 / Section 245
RCW 24.06.245: Right of member or shareholder to dissent.
Status: in_force

Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions: (1) Any plan of merger or consolidation to which the corporation is a party other than a merger or consolidation in which all members or shareholders of the corporation have the right to continue their membership or shareholder status in the surviving corporation on substantially similar terms; or (2) Any sale or exchange of all or substantially all of the property and assets of the corporation not made in the usual and regular course of its business, including a sale in dissolution, but not including a sale pursuant to an order of a court having jurisdiction in the premises or a sale for cash on terms requiring that all or substantially all of the net proceeds of sale be distributed to the shareholders in accordance with their respective interests within one year after the date of sale; or (3) Any amendment to the articles of incorporation that materially reduces the number of shares owned by a shareholder to a fraction of a share if the fractional share is to be acquired by the corporation for cash; or (4) Any corporate action taken pursuant to a member or shareholder vote to the extent that the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting members or shareholders are entitled to dissent and obtain payment for their membership or shares. A member or shareholder entitled to dissent and obtain payment for the member's or shareholder's membership interest or shares under this chapter may not challenge the corporate action creating the member's or shareholder's entitlement unless the action fails to comply with the procedural requirements imposed by this title, the articles of incorporation, or the bylaws, or is fraudulent with respect to the member or shareholder or the corporation. The provisions of this section shall not apply to the members or shareholders of the surviving corporation in a merger if such corporation is on the date of the filing of the articles of merger the owner of all the outstanding shares of the other corporations, domestic or foreign, which are parties to the merger. The meeting notice for any meeting at which a proposed corporate action creating dissenters' rights is submitted to a vote must state that members or shareholders are or may be entitled to assert dissenters' rights and be accompanied by a copy of RCW 24.06.250 .
RCW 24.03A.180 — Washington Code / Title 24 / Chapter 03A / Section 180
RCW 24.03A.180: Unrestricted gifts.
Status: in_force

Giving a gift to a nonprofit corporation, including a charitable corporation, without a gift instrument transfers complete ownership of the gift to the nonprofit corporation. A restricted gift to a nonprofit corporation is created only by a gift instrument.
RCW 24.06.120 — Washington Code / Title 24 / Chapter 06 / Section 120
RCW 24.06.120: Class voting.
Status: in_force

A class of members or shareholders shall be entitled to vote as a class upon any proposition, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the proposition would increase or decrease the rights, qualifications, limitations, responsibilities or preferences of the class as related to any other class.
RCW 24.03A.535 — Washington Code / Title 24 / Chapter 03A / Section 535
RCW 24.03A.535: Vacancy on board of directors.
Status: in_force

(1) Except as provided in subsection (2) of this section, the articles, or the bylaws, if a vacancy occurs on the board, including a vacancy resulting from an increase in the number of directors, then the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum. For purposes of RCW 24.03A.530 , any director so elected is deemed to have been elected by the members, voting group, or persons who would elect that director at a regular election. (2) Except as provided in the articles or bylaws, a vacancy in the position of a director who is: (a) Appointed by persons other than the members, may be filled only by those persons; or (b) Designated by name in the articles or bylaws, may not be filled by action of the board. (3) A vacancy that will occur at a specific later time, by reason of a resignation effective at a later time under RCW 24.03A.525 (2), or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs. (4) If no directors remain in office, and there are no members with the right to elect directors, then the attorney general has the power to appoint one or more directors selected for their interest and ability to carry out the purposes of the corporation, unless the articles or bylaws provide a different method for electing, appointing, or designating at least one director.
RCW 24.03A.095 — Washington Code / Title 24 / Chapter 03A / Section 095
RCW 24.03A.095: Corporate name.
Status: reserved

The name or any reserved name of a nonprofit corporation is governed by chapter 23.95 RCW.
RCW 24.03A.515 — Washington Code / Title 24 / Chapter 03A / Section 515
RCW 24.03A.515: Terms of directors, generally.
Status: in_force

(1) The articles or bylaws may specify the terms of directors. If a term is not specified in the articles or bylaws, then the term of a director is one year. Each term of a director elected by the members or directors, or by some other method provided in the articles or bylaws, may not exceed five years except as provided in subsection (2) of this section. Terms of directors appointed by some other person or persons, or designated in some other manner, may be of any length. (2) For a corporation formed before January 1, 2022, if the articles or bylaws current as of January 1, 2022, provided for terms of elected directors longer than five years, then the terms for elected directors provided in those articles or bylaws may continue in effect until and unless the articles or bylaws are amended to shorten those terms. (3) The initial directors named in the articles hold office until the first annual election of directors or for any other period specified in the articles. (4) A reduction in directors' terms of office does not shorten an incumbent director's term. (5) Except as provided in the articles or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling. (6) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, appointed, or designated and until the director's successor takes office, unless otherwise provided in the articles or bylaws.
RCW 24.03A.795 — Washington Code / Title 24 / Chapter 03A / Section 795
RCW 24.03A.795: Articles of domestication.
Status: in_force

(1) Articles of domestication must be executed on behalf of the domesticating corporation by an officer or other authorized representative. The articles shall set forth: (a) The name and jurisdiction of incorporation of the domesticating corporation; (b) The name and jurisdiction of incorporation of the domesticated entity; and (c) If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with RCW 24.03A.755 through 24.03A.880 or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the law of its jurisdiction of incorporation. (2) The articles of domestication must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210 . (3) If the domesticating corporation is a foreign corporation, then the domesticating corporation must, simultaneously with the delivery of the articles of domestication, deliver articles of incorporation that comply with this title to the secretary of state for filing and the secretary of state shall file the articles. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the corporation must be included and the name of the corporation must satisfy the requirements of RCW 24.03A.095 . (4) If the domesticating corporation is a registered foreign corporation, then its registration is terminated automatically on the effective date of its domestication, and the secretary of state shall record the termination of the registration.
RCW 24.06.905 — Washington Code / Title 24 / Chapter 06 / Section 905
RCW 24.06.905: Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.
Status: in_force

The enactment of this chapter shall not have the effect of terminating, or in any way modifying, any liability, civil or criminal, which shall already be in existence at the date this chapter becomes effective; and any corporation existing under any prior law which expires on or before the date when this chapter takes effect shall continue its corporate existence: PROVIDED, That this chapter shall apply prospectively to all existing corporations which do not otherwise qualify under the provisions of Titles 23B and 24 RCW, to the extent permitted by the Constitution of this state and of the United States.
RCW 24.03A.520 — Washington Code / Title 24 / Chapter 03A / Section 520
RCW 24.03A.520: Staggered terms for directors.
Status: in_force

The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.
RCW 24.36.340 — Washington Code / Title 24 / Chapter 36 / Section 340
RCW 24.36.340: Powers relating to capital stock or bonds of other corporations or associations.
Status: in_force

An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing or packing or manufacturing or processing or preparing for market of any of the fishery products handled by the association.
RCW 24.03A.390 — Washington Code / Title 24 / Chapter 03A / Section 390
RCW 24.03A.390: Annual and regular meetings.
Status: in_force

(1) A membership corporation shall hold an annual meeting of members once during each fiscal year at a time stated in or fixed in accordance with the articles or bylaws. (2) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accordance with the articles or bylaws. (3) Except as provided in subsection (5) of this section, annual and regular 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 in or fixed in accordance with the articles or bylaws, then annual and regular meetings shall be held at the membership corporation's principal office. (4) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the articles or bylaws does not affect the validity of any corporate action. (5) The articles or bylaws may provide that an annual or regular meeting of members may be held in a specified location and, if so provided under the articles or bylaws, through one or more 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. For any meeting at which one or more members may participate by means of remote communication, the corporation shall deliver notice of the meeting to each member by a means which the member has authorized and provide complete instructions for participating in the meeting by remote communication.
RCW 24.40.020 — Washington Code / Title 24 / Chapter 40 / Section 020
RCW 24.40.020: Articles of incorporation deemed to contain prohibiting provisions.
Status: in_force

The articles of incorporation of every corporation to which this chapter applies shall be deemed to contain provisions prohibiting the corporation from: (1) Engaging in any act of "self-dealing" (as defined in section 4941(d) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1954; (2) Retaining any "excess business holdings" (as defined in section 4943(c) of the Internal Revenue Code of 1954), which would give rise to any liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1954; (3) Making any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section 4944 of the Internal Revenue Code of 1954, so as to give rise to any liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1954; and (4) Making any "taxable expenditures" (as defined in section 4945(d) of the Internal Revenue Code of 1954) which would give rise to any liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1954.
RCW 24.03A.055 — Washington Code / Title 24 / Chapter 03A / Section 055
RCW 24.03A.055: Applicability of uniform business organizations code.
Status: in_force

Filing of documents under this chapter by the secretary of state is governed by this chapter and chapter 23.95 RCW.
RCW 24.03A.130 — Washington Code / Title 24 / Chapter 03A / Section 130
RCW 24.03A.130: Purposes.
Status: repealed

(1) Nonprofit corporations may be organized under this chapter for the purpose of engaging in any lawful activity. A nonprofit corporation may set forth a more limited purpose or purposes in its articles. (2) A charitable corporation formed on or after January 1, 2022, must be organized under this chapter, unless incorporating under this chapter is prohibited by another statute of this state. (3) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporating under this chapter is not prohibited by the other statute. The corporation is subject to all the limitations of the other statute. Organizations subject to any provision of the banking or insurance laws of this state may not be organized under this chapter, except that any nonprofit corporation heretofore organized under any act hereby repealed and existing for the purpose of providing health care services as defined in RCW 48.44.010 or 48.46.020 , as now or hereafter amended, continues to be organized under this chapter.
RCW 24.06.240 — Washington Code / Title 24 / Chapter 06 / Section 240
RCW 24.06.240: Sale, lease, exchange, etc., of property and assets.
Status: in_force

A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: (1) The board of directors shall adopt a resolution recommending a sale, lease, exchange, or other disposition and directing that it be submitted to a vote at a meeting of members or 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 sale, lease, exchange, or other disposition of all or substantially all of the property and assets of the corporation shall be given to each member and shareholder within the time and in the manner provided by this chapter for the giving of notice of meetings of members and shareholders. (3) At such meeting the members may authorize such sale, lease, exchange, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. (4) Such authorization shall require at least two-thirds of the votes which members and shareholders present at such meetings in person, by mail, by electronic transmission, or represented by proxy are entitled to cast: PROVIDED, That even after such authorization by a vote of members or shareholders, the board of directors may, in its discretion, without further action or approval by members, abandon such sale, lease, exchange, or other disposition of assets, subject only to the rights of third parties under any contracts relating thereto.
RCW 24.12.025 — Washington Code / Title 24 / Chapter 12 / Section 025
RCW 24.12.025: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 24.36.190 — Washington Code / Title 24 / Chapter 36 / Section 190
RCW 24.36.190: Bylaws of association—Direct election of directors from districts of territory.
Status: in_force

The bylaws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the bylaws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association.
RCW 24.03A.290 — Washington Code / Title 24 / Chapter 03A / Section 290
RCW 24.03A.290: Withdrawal upon conversion or dissolution.
Status: in_force

(1) A registered foreign nonprofit corporation that converts to any type of domestic entity automatically is deemed to have withdrawn its registration on the effective date of the conversion. (2) A registered foreign nonprofit corporation that has dissolved and completed winding up or has converted to a domestic or foreign entity not required to register under chapter 23.95 RCW or other law of this state shall deliver a statement of withdrawal to the secretary of state for filing under RCW 23.95.540 . (3) After the withdrawal of a foreign nonprofit corporation under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign nonprofit corporation was registered to do business in this state may be made pursuant to RCW 23.95.450 .
RCW 24.36.290 — Washington Code / Title 24 / Chapter 36 / Section 290
RCW 24.36.290: Appraisal of expelled member's property—Payment.
Status: in_force

In case of the expulsion of a member, and where the bylaws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his or her property interest in the association and shall fix the amount thereof in money, which shall be paid to him or her within one year after such expulsion.
RCW 24.06.315 — Washington Code / Title 24 / Chapter 06 / Section 315
RCW 24.06.315: Filing of claims in liquidation proceedings.
Status: in_force

In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in such form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation.
RCW 24.36.430 — Washington Code / Title 24 / Chapter 36 / Section 430
RCW 24.36.430: Association may sell products without taking title—Powers and duties.
Status: in_force

The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest on preferred stock, not exceeding eight percent per annum, and reserves for retiring the stock, if any; and other proper reserves; and interest not exceeding eight percent per annum upon common stock.
RCW 24.36.370 — Washington Code / Title 24 / Chapter 36 / Section 370
RCW 24.36.370: General powers, rights, privileges of association.
Status: in_force

An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this chapter; or conducive to or expedient for the interest or benefit of the association; and contract accordingly; and in addition exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and, in addition, any other rights, powers and privileges granted by the laws of this state to ordinary corporations, except such as are inconsistent with the express provisions of this chapter; and do any such thing anywhere.
RCW 24.03A.840 — Washington Code / Title 24 / Chapter 03A / Section 840
RCW 24.03A.840: Articles of domestication and conversion.
Status: in_force

(1) Articles of domestication and conversion must be executed on behalf of the domesticating and converting corporation by an officer or other authorized representative. The articles shall set forth: (a) The name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in Washington state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of RCW 24.03A.095 ; (b) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and (c) A statement that the domestication and conversion of the corporation in this state was authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in Washington state. (2) The articles of domestication and conversion shall either contain all of the provisions that RCW 24.03A.100 (1) requires to be set forth in articles of incorporation and any other desired provisions that RCW 24.03A.100 (2) and (3) permit to be included in articles of incorporation, or have attached articles of incorporation that comply with this chapter. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic nonprofit corporation must be included. (3) If the domesticating corporation is a foreign corporation, then the domesticating corporation must, simultaneously with the delivery of the articles of domestication and conversion, deliver articles of incorporation that comply with this chapter to the secretary of state for filing and the secretary of state shall file the articles. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the corporation must be included and the name of the corporation must satisfy the requirements of RCW 24.03A.095 . (4) If the foreign for-profit corporation is authorized to transact business in Washington state under chapter 23B.01 RCW, then its registration shall be terminated automatically on the effective date of its domestication and conversion and the secretary of state shall record the termination of registration.
RCW 24.06.125 — Washington Code / Title 24 / Chapter 06 / Section 125
RCW 24.06.125: Board of directors.
Status: in_force

The affairs of the corporation shall be managed by a board of directors. Directors need not be residents of this state or members or shareholders of the corporation unless the articles of incorporation or the bylaws so require. The articles of incorporation or the bylaws may prescribe other qualifications for directors.
RCW 24.03A.060 — Washington Code / Title 24 / Chapter 03A / Section 060
RCW 24.03A.060: Filing requirements.
Status: in_force

(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must: (a) Satisfy the requirements set forth in RCW 23.95.200 ; (b) Contain all information required under this chapter and chapter 23.95 RCW; (c) Be executed on behalf of the domestic or foreign entity as follows: (i) If the entity is a domestic or foreign nonprofit corporation, by an officer; (ii) If the entity is not a domestic or foreign nonprofit corporation, by a person with authority to sign for the entity; or (iii) If the entity is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, by that fiduciary; and (d) Satisfy the requirements of any other provision of this chapter or chapter 23.95 RCW that adds to or varies any of the requirements in this section. (2) A filed record may include additional information not in conflict with the requirements of subsection (1) of this section. (3)(a) Whenever a provision of this chapter permits any of the terms of a plan or a filed record to be dependent on facts objectively ascertainable outside the plan or filed record, the following provisions apply: (i) The plan or filed record shall set forth the manner in which the facts will operate upon the terms of the plan or filed record. (ii) The facts may include: (A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data; (B) A determination or action by any person or body, including the nonprofit corporation or any other party to a plan or filed record; or (C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or record. (d)[(b)] As used in this subsection [section]: (i) "Filed record" means a record filed by the secretary of state under any provision of the uniform business organizations code or any provision of this chapter except RCW 24.03A.260 through 24.03A.310 , except an annual report filed pursuant to RCW 24.03A.070 ; and (ii) "Plan" means a plan of domestication, business conversion, entity conversion, distribution, or merger.
RCW 24.06.265 — Washington Code / Title 24 / Chapter 06 / Section 265
RCW 24.06.265: Distribution of assets.
Status: in_force

The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision made therefor; (2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements; (3) Remaining assets, if any shall be distributed to the members, shareholders or others in accordance with the provisions of the articles of incorporation.
RCW 24.03A.705 — Washington Code / Title 24 / Chapter 03A / Section 705
RCW 24.03A.705: Approval of amendments by third parties.
Status: in_force

(1) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board or members. (2) The articles or bylaws may require that an amendment to the bylaws be approved in the form of a record by a specified person or group of persons in addition to the board or members. (3) A requirement in the articles or bylaws described in subsection (1) or (2) of this section may only be amended with the approval in the form of a record of the specified person or group of persons.
RCW 24.03A.580 — Washington Code / Title 24 / Chapter 03A / Section 580
RCW 24.03A.580: Procedure for remote meetings.
Status: in_force

Unless otherwise provided in the articles or bylaws, meetings of the board or any committee held by remote communication must follow the provisions of RCW 24.03A.550 through 24.03A.575 to the greatest practicable extent.
RCW 24.36.070 — Washington Code / Title 24 / Chapter 36 / Section 070
RCW 24.36.070: Associations deemed not a conspiracy, in restraint of trade, etc.—Contracts not illegal.
Status: in_force

An association shall be deemed not to be a conspiracy, nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to lessen competition or to fix prices arbitrarily or to create a combination or pool in violation of any law of the state; and the marketing contracts and agreements between the association and its members and any agreements authorized in this chapter shall be considered not to be illegal nor in restraint of trade nor contrary to the provisions of any statute enacted against pooling or combinations.
RCW 24.55.015 — Washington Code / Title 24 / Chapter 55 / Section 015
RCW 24.55.015: Standard of conduct in managing and investing institutional fund.
Status: in_force

(1) Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. (2) In addition to complying with the duty of loyalty imposed by law other than this chapter, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. (3) In managing and investing an institutional fund, an institution: (a) May incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution, and the skills available to the institution; and (b) Shall make a reasonable effort to verify facts relevant to the management and investment of the fund. (4) An institution may pool two or more institutional funds for purposes of management and investment. (5) Except as otherwise provided by a gift instrument, the following rules apply: (a) In managing and investing an institutional fund, the following factors, if relevant, must be considered: (i) General economic conditions; (ii) The possible effect of inflation or deflation; (iii) The expected tax consequences, if any, of investment decisions or strategies; (iv) The role that each investment or course of action plays within the overall investment portfolio of the fund; (v) The expected total return from income and the appreciation of investments; (vi) Other resources of the institution; (vii) The needs of the institution and the institutional fund to make distributions and to preserve capital; and (viii) An asset's special relationship or special value, if any, to the charitable purposes of the institution. (b) Management and investment decisions about an individual asset must be made not in isolation but rather in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the institutional fund and to the institution. (c) Except as otherwise provided by law, an institution may invest in any kind of property or type of investment consistent with this section. (d) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification. (e) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms, and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this chapter. (f) A person that has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds.
RCW 24.03A.210 — Washington Code / Title 24 / Chapter 03A / Section 210
RCW 24.03A.210: Corporate records.
Status: in_force

(1) A nonprofit corporation shall keep permanently a copy of the following records: (a) Minutes of all meetings of its members and of its board of directors; (b) A record of all actions taken by the members and board of directors by unanimous written consent; and (c) A record of all actions taken on behalf of the corporation by a committee of the board. (2) A nonprofit corporation shall keep a current copy of the following records: (a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) All communications in the form of a record to members generally within the past six years, including the financial statements furnished for the past six years under RCW 24.03A.225 ; (d) A list of the names and business addresses of its current directors and officers; and (e) Its most recent annual report delivered to the secretary of state under RCW 24.03A.070 . (3) A nonprofit corporation shall maintain appropriate accounting records. (4) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (5) A nonprofit corporation shall maintain its records in written form or in any other form of a record. (6) All records required to be maintained by a nonprofit corporation may be maintained at any location within or without this state.
RCW 24.40.060 — Washington Code / Title 24 / Chapter 40 / Section 060
RCW 24.40.060: Present articles of incorporation may be amended—Application to new corporation.
Status: in_force

Nothing in this chapter shall limit the power of any corporation not for profit now or hereafter incorporated under the laws of the state of Washington (1) to at any time amend its articles of incorporation or other instrument governing such corporation by any amendment process open to such corporation under the laws of the state of Washington to provide that some or all provisions of RCW 24.40.010 and 24.40.020 shall have no application to such corporation; or (2) in the case of any such corporation formed after June 10, 1971, to provide in its articles of incorporation that some or all provisions of RCW 24.40.010 and 24.40.020 shall have no application to such corporation.
RCW 24.03A.375 — Washington Code / Title 24 / Chapter 03A / Section 375
RCW 24.03A.375: Termination and suspension of membership.
Status: in_force

(1) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles or bylaws. (2) A membership in a membership corporation may also be terminated, regardless of the procedure set forth in the articles or bylaws, if: (a) The corporation has had no contact from the member for at least three years; and (b) Either: (i) The member fails to respond within ninety days to a request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, delivered to that member by means reasonably likely to reach that member; or (ii) A request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, sent to that member by first-class forwardable mail, with postage prepaid, is returned as undeliverable; or (iii) If members, or a class of members, are not identified individually on the records of the corporation, a request from the corporation for members to provide contact information that includes a statement that failure to respond could result in termination of membership is published once a week for six consecutive weeks in a newspaper of general circulation in the county in which the corporation's principal office is located. (3) Unless otherwise provided in the articles or bylaws, if the articles or bylaws allow the board or any other body to admit members, the affirmative vote of two-thirds of that body may terminate a member [membership]. (4) Irrespective of anything to the contrary in the articles or bylaws, in any proceeding involving a corporation or upon application from the corporation, the court may order termination of a member [membership] of the corporation in the best interests of the corporation. (5) A proceeding challenging a termination or suspension for any reason must be commenced within one year after the effective date of the termination or suspension. (6) The termination or suspension of a member [membership] does not relieve the member from any obligations incurred or commitments made before the termination or suspension.
RCW 24.36.150 — Washington Code / Title 24 / Chapter 36 / Section 150
RCW 24.36.150: Bylaws of association—Quorum, voting, directors, penalties.
Status: in_force

The bylaws may provide: (1) The number of members constituting a quorum. (2) The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumulative voting. (3) The number of directors constituting a quorum. (4) The qualifications, compensation and duties and term of office of directors and officers and the time of their election. (5) Penalties for violations of the bylaws.
RCW 24.06.525 — Washington Code / Title 24 / Chapter 06 / Section 525
RCW 24.06.525: Reorganization of corporations or associations in accordance with this chapter.
Status: in_force

Any corporation or association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its articles of incorporation in accordance with the provisions of this chapter for amending articles of incorporation. The articles of incorporation as amended must conform to the requirements of this chapter, and shall state that the corporation accepts the benefits and will be bound by the provisions of this chapter.
RCW 24.06.005 — Washington Code / Title 24 / Chapter 06 / Section 005
RCW 24.06.005: Definitions.
Status: in_force

As used in this chapter, unless the context otherwise requires, the term: (1) "An officer of the corporation" means, in connection with the execution of documents submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of the corporation. (2) "Articles of incorporation" includes the original articles of incorporation and all amendments thereto, and includes articles of merger. (3) "Board of directors" means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated. (4) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. (5) "Conforms to law" as used in connection with duties of the secretary of state in reviewing documents for filing under this chapter, means the secretary of state has determined the document complies as to form with the applicable requirements of this chapter. (6) "Consumer cooperative" means a corporation engaged in the retail sale, to its members and other consumers, of goods or services of a type that are generally for personal, living, or family use. (7) "Corporation" or "domestic corporation" means a mutual corporation or miscellaneous corporation subject to the provisions of this chapter, except a foreign corporation. (8) "Duplicate originals" means two copies, original or otherwise, each with original signatures, or one original with original signatures and one copy thereof. (9) "Effective date" means, in connection with a document filing made by the secretary of state, the date on which the filing becomes effective under RCW 23.95.210 . (10) "Electronic transmission" or "electronically transmitted" means any process of electronic communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval, and reproduction of the transmitted information by the recipient. However, such an electronic transmission must either set forth or be submitted with information, including any security or validation controls used, from which it can reasonably be determined that the electronic transmission was authorized by, as applicable, the corporation or shareholder or member by or on behalf of which the electronic transmission was sent. (11) "Executed by an officer of the corporation," or words of similar import, means that any document signed by such person shall be and is signed by that person under penalties of perjury and in an official and authorized capacity on behalf of the corporation or person making the document submission with the secretary of state. (12) "Foreign corporation" means a mutual or miscellaneous corporation or other corporation organized under laws other than the laws of this state which would be subject to the provisions of this chapter if organized under the laws of this state. (13) "Insolvent" means inability of a corporation to pay debts as they become due in the usual course of its affairs. (14) "Member" means one having membership rights in a corporation in accordance with provisions of its articles of incorporation or bylaws. (15) "Miscellaneous corporation" means any corporation which is organized for a purpose or in a manner not provided for by the Washington business corporation act or by the Washington nonprofit corporation act, and which is not required to be organized under other laws of this state. (16) "Mutual corporation" means a corporation organized to accomplish one or more of its purposes on a mutual basis for members and other persons. (17) "Registered office" means the address of the corporation's registered agent. (18) "Stock" or "share" means the units into which the proprietary interests of a corporation are divided in a corporation organized with stock. (19) "Stockholder" or "shareholder" means one who is a holder of record of one or more shares in a corporation organized with stock.
RCW 24.06.470 — Washington Code / Title 24 / Chapter 06 / Section 470
RCW 24.06.470: Penalties imposed upon directors and officers.
Status: in_force

Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter, to answer truthfully and fully any interrogatories propounded to him or her by the secretary of state in accordance with the provisions of this chapter, which is known to such officer or director to be false in any material respect, shall be deemed to be guilty of a misdemeanor, and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.
RCW 24.06.465 — Washington Code / Title 24 / Chapter 06 / Section 465
RCW 24.06.465: Penalties imposed upon corporation—Penalty established by secretary of state.
Status: in_force

(1) Each corporation, domestic or foreign, which fails or refuses to file its annual report for any year within the time prescribed by this chapter shall be subject to a penalty as established and assessed by the secretary of state. (2) Each corporation, domestic or foreign, which fails or refuses to answer truthfully and fully within the time prescribed by this chapter any interrogatories propounded by the secretary of state in accordance with the provisions of this chapter, is guilty of a misdemeanor and upon conviction thereof shall be fined in an amount not to exceed five hundred dollars on each count.
RCW 24.28.010 — Washington Code / Title 24 / Chapter 28 / Section 010
RCW 24.28.010: Manner of incorporating a grange.
Status: in_force

Any grange of the patrons of husbandry, desiring hereafter to incorporate, may incorporate and become bodies politic in this state, by filing in the office of the secretary of state of Washington in accordance with Article 2 of chapter 23.95 RCW, a certificate or article subscribed and acknowledged by not less than five members of such grange and by the master of the Washington state grange embodying: (1) The name of such grange and the place of holding its meetings. (2) What elective officers the said grange will have, when such officers shall be elected; how, and by whom, the business of the grange shall be conducted or managed, and what officers shall join in the execution of any contract by such grange to give force and effect in accordance with the usages of the order of the patrons of husbandry; such articles shall be subscribed by the master of such grange attested by the secretary, with the seal of the grange. (3) A copy of the bylaws of such grange shall also be filed in the said office of the secretary of state. (4) The names of all such officers at the time of filing the application, and the time for which they may be respectively elected. When such articles shall be filed, such grange shall be a body politic and corporate, with all the incidents of a corporation, subject nevertheless to the laws and parts of laws now in force or hereafter to be passed regulating corporations.
RCW 24.06.270 — Washington Code / Title 24 / Chapter 06 / Section 270
RCW 24.06.270: Revocation of voluntary dissolution proceedings.
Status: in_force

A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken to dissolve the corporation, in the following manner: (1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of such revocation be submitted to a vote at a meeting of members or 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 the meeting is to consider the advisability of revoking the voluntary dissolution proceedings 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 or shareholders. (3) A resolution to revoke voluntary dissolution proceedings 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.
RCW 24.06.043 — Washington Code / Title 24 / Chapter 06 / Section 043
RCW 24.06.043: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 24.03A.944 — Washington Code / Title 24 / Chapter 03A / Section 944
RCW 24.03A.944: Notice to attorney general.
Status: in_force

(1) Every notice to the attorney general required under this chapter must be served upon the attorney general. Service upon the attorney general must be via United States mail, postage prepaid, or by other means as authorized by the attorney general. (2) Every notice to the attorney general under this chapter shall identify the provisions of this chapter relevant to the subject matter of the notice. (3) Any person that has commenced any proceeding which this chapter authorizes the attorney general to bring, including but not limited to any proceeding involving a charitable corporation or property held for charitable purposes brought under RCW 24.03A.185 , 24.03A.200 , 24.03A.610 , 24.03A.922 , 24.03A.936 , or 24.03A.966 , shall serve notice of the commencement of the proceeding upon the attorney general. Any other party to such a proceeding may serve notice of the commencement of the proceeding upon the attorney general. To be valid, the notice must identify that it is being given pursuant to this subsection. The attorney general may waive this notice at any time. (4) Notice to the attorney general is effective: (a) Five days after its deposit in the United States mail, only if the postage is paid and the notice is correctly addressed; or (b) When given, if the notice is delivered in any other manner that the attorney general has authorized.
RCW 24.24.040 — Washington Code / Title 24 / Chapter 24 / Section 040
RCW 24.24.040: Membership certificates.
Status: in_force

If the corporation shall not be a joint stock company, then it may provide by its bylaws for issuing to the several bodies represented in its membership certificates of participation, which shall evidence the respective equitable interests of such bodies in the properties held by such corporation.Every corporation, whether domestic or foreign, and every person representing or pretending to represent such corporation as an officer, agent or employee thereof, who shall transact, solicit or advertise for any business in this state, before such corporation shall have obtained from the officer lawfully authorized to issue the same, a certificate that such corporation is authorized to transact business in this state, shall be guilty of a gross misdemeanor.
RCW 24.06.300 — Washington Code / Title 24 / Chapter 06 / Section 300
RCW 24.06.300: Jurisdiction of court to liquidate assets and dissolve corporation.
Status: in_force

The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when: (1) In any action by a member, shareholder or director it is made to appear that: (a) The directors are deadlocked in the management of the corporate affairs and that irreparable injury to the corporation is being suffered or is threatened by reason thereof, and that the members or shareholders are unable to break the deadlock; or (b) The acts of the directors or those in control of the corporation are illegal, oppressive, or fraudulent; or (c) The corporate assets are being misapplied or wasted; or (d) The corporation is unable to carry out its purposes; or (e) The shareholders have failed, for a period which includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors. (2) In an action by a creditor: (a) The claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied, and it is established that the corporation is insolvent; or (b) The corporation has admitted in writing that the claim of the creditor is due and owing, and it is established that the corporation is insolvent. (3) A corporation applies to have its dissolution continued under the supervision of the court. (4) An action has been filed by the attorney general to dissolve the corporation and it is established that liquidation of its affairs should precede the entry of a decree of dissolution. Proceedings under subsections (1), (2) or (3) of this section shall be brought in the county in which the registered office or the principal office of the corporation is situated. It shall not be necessary to make directors, members or shareholders party to any such action or proceedings unless relief is sought against them personally.
RCW 24.03A.300 — Washington Code / Title 24 / Chapter 03A / Section 300
RCW 24.03A.300: Transfer of registration.
Status: in_force

(1) If a registered foreign nonprofit corporation merges into a nonregistered foreign entity or converts to a different type of foreign entity required to register to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration under RCW 23.95.545 . (2) If a registered foreign nonprofit corporation is a party to a statutory merger permitted by the laws of the jurisdiction where it is incorporated, and the corporation is the surviving corporation, it is not necessary for the corporation to register to do business or to amend its registration unless the corporation's name is changed.
RCW 24.03A.700 — Washington Code / Title 24 / Chapter 03A / Section 700
RCW 24.03A.700: Effect of bylaw amendment.
Status: in_force

(1) No amendment to the bylaws shall modify any restriction imposed through any means upon property held for charitable purposes unless, before or simultaneously with the adoption of the bylaws amendment, the restriction is modified: (a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or (b) In the case of any other restriction, pursuant to RCW 24.03A.190 . (2) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.
RCW 24.03A.660 — Washington Code / Title 24 / Chapter 03A / Section 660
RCW 24.03A.660: Voting on amendments by voting groups.
Status: in_force

(1) If a nonprofit corporation has more than one class of members entitled to vote on an amendment to the articles, then the articles or bylaws may provide that the members of each class entitled to vote on the amendment are entitled to vote as a separate voting group if the amendment would change the rights, powers, preferences, or limitations of the class. (2) If a class of members will be divided into two or more classes by an amendment to the articles, then the amendment must be approved by a majority of the members of each class that will be created.
RCW 24.06.390 — Washington Code / Title 24 / Chapter 06 / Section 390
RCW 24.06.390: Service of process, notice, or demand 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 24.40.080 — Washington Code / Title 24 / Chapter 40 / Section 080
RCW 24.40.080: Tax reform act of 1969, state implementation—Charitable trusts.
Status: in_force

See RCW 11.110.200 through 11.110.260 .
RCW 24.03A.936 — Washington Code / Title 24 / Chapter 03A / Section 936
RCW 24.03A.936: Judicial dissolution.
Status: in_force

The court may dissolve a nonprofit corporation: (1) In a proceeding by the attorney general, if it is established that: (a) The corporation obtained its articles through fraud; or (b) The corporation has exceeded or abused, and is continuing to exceed or abuse, the authority conferred upon it by law; or (c) The directors are deadlocked in the management of the corporate affairs; the members, if any, are unable to break the deadlock; and irreparable injury to the corporation or its purposes is threatened or being suffered because of the deadlock; or (d) The corporation is misapplying or wasting property held for charitable purposes; (2) Except as provided in the articles or bylaws, in a proceeding by fifty members or members holding at least five percent of the voting power, whichever is less, or by a director, if it is established that: (a) The directors are deadlocked in the management of the corporate affairs; the members, if any, are unable to break the deadlock; and irreparable injury to the corporation or its mission is threatened or being suffered because of the deadlock; (b) The directors or those in control of the corporation have acted, are acting, or have expressed intent to act in a manner that is illegal, oppressive, or fraudulent; (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or otherwise would have, expired; (d) The corporate assets are being misapplied or wasted; or (e) The corporation has insufficient assets to continue its activities and it is no longer able to assemble a quorum of directors or members; (3) In a proceeding by a creditor, if it is established that: (a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or (b) The corporation has admitted in a record that the creditor's claim is due and owing and the corporation is insolvent; or (4) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.
RCW 24.03A.635 — Washington Code / Title 24 / Chapter 03A / Section 635
RCW 24.03A.635: Directors and officers under 18 years of age.
Status: in_force

No director or officer of a corporation who is under 18 years of age shall have authority to execute any document on behalf of the corporation, or otherwise to bind the corporation with respect to any other party, without the written concurrence of one or more other directors or officers of the corporation who are at least 18 years of age and would, between them, have independent authority to execute the same document or to bind the corporation in the same way.
RCW 24.03A.335 — Washington Code / Title 24 / Chapter 03A / Section 335
RCW 24.03A.335: Capital contributions.
Status: in_force

(1) A membership corporation that is not a charitable corporation may provide in its articles or bylaws that members, upon or after admission, shall make capital contributions. Except as provided in the articles or bylaws, the board shall fix the amount. The requirement of a capital contribution may apply to all members, or to the members of a single class, or to members of different classes in different amounts or proportions. (2) The adoption or amendment of a capital contribution requirement, whether or not approved by the members, shall not apply to, or be an obligation of, a member who did not vote in favor of the adoption or amendment until thirty days after the member has been given notice of the adoption or amendment.
RCW 24.24.060 — Washington Code / Title 24 / Chapter 24 / Section 060
RCW 24.24.060: Membership—Trustees—Elections.
Status: in_force

Every such corporation shall have power to provide by its bylaws for succession to its original membership and for new membership, and also for the election from its members of a board of trustees, or a board of directors, and to fix the number and term of office of such trustees or directors; PROVIDED, That there shall always be upon such board of trustees or board of directors at least one representative from each of the several bodies represented in the membership of the association, and the term of office of a trustee shall not exceed three years.
RCW 24.03A.960 — Washington Code / Title 24 / Chapter 03A / Section 960
RCW 24.03A.960: Charitable asset protection account.
Status: in_force

(1) The Washington state attorney general charitable asset protection account is created in the custody of the state treasurer. Only the attorney general or the attorney general's designee may authorize expenditures from the account. Moneys in the account shall be used exclusively for: (a) The costs associated with the attorney general's enforcement of the provisions of this chapter governing the distribution, disposition, management, or expenditure of, or reporting obligations relating to, property held for charitable purposes, or the proper administration of a charitable corporation or property held for charitable purposes; (b) The costs associated with the attorney general's review and handling of notices and requests submitted to the attorney general under the provisions of this chapter including, but not limited to, binding agreements described in RCW 24.03A.195 , major changes in purposes or programs reported under RCW 24.03A.075 , and notices of proposed transactions under RCW 24.03A.640 through 24.03A.942 ; (c) The costs associated with the attorney general's review and handling of notices and requests submitted to the attorney general in connection with the release or modification under RCW 24.55.045 of restrictions applicable to institutional funds; (d) The costs associated with the attorney general's supervision of charitable trusts under the authority granted in chapter 11.110 RCW, including review and handling of binding agreements under chapter 11.96A RCW, involving assets held in charitable trust; and (e) The charitable solicitation education program. An appropriation is not required for expenditures, but the account is subject to allotment procedures under chapter 43.88 RCW. (2)(a) The secretary of state shall collect a charitable asset protection fee, in addition to fees that the secretary of state may set under RCW 24.03A.085 , for filing: (i) Annual reports under RCW 24.03A.070 ; (ii) Articles of incorporation of newly formed corporations under RCW 24.03A.100 ; (iii) Articles of domestication under RCW 24.03A.795 ; and (iv) Articles of domestication and conversion under RCW 24.03A.840 . (b) The charitable asset protection fee is fifty dollars per year, reduced to ten dollars if the corporation certifies that its total gross revenue in the most recent fiscal year was less than five hundred thousand dollars. (c) Revenue generated from the charitable asset protection fee must be distributed as follows: (i) Ninety-five percent of the revenue must be deposited into the Washington state attorney general charitable asset protection account created in subsection (1) of this section; and (ii) Five percent of the revenue must be deposited into the secretary of state's revolving fund to cover the administrative costs of assessing the fee.
RCW 24.28.035 — Washington Code / Title 24 / Chapter 28 / Section 035
RCW 24.28.035: Indemnification of agents of any corporation authorized.
Status: in_force

See RCW 23B.17.030 .
RCW 24.03A.900 — Washington Code / Title 24 / Chapter 03A / Section 900
RCW 24.03A.900: Property held for charitable purposes.
Status: in_force

(1) In a disposition of assets under RCW 24.03A.885 through 24.03A.902 , property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes. (2) Property held by a nonprofit corporation and restricted to charitable purposes by a gift instrument may not be diverted from the restricted charitable purpose by a disposition of assets under RCW 24.03A.885 through 24.03A.902 unless modified in accordance with RCW 24.03A.190 . (3) Property held for charitable purposes pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary may not be diverted from the charitable purposes specified in the trust instrument unless those purposes are modified by the court or pursuant to an agreement between all interested parties, including the attorney general, under chapter 11.96A RCW. (4) Property held by a nonprofit corporation for charitable purposes upon condition requiring return, transfer, or conveyance, which condition occurs by reason of a disposition of assets under RCW 24.03A.885 through 24.03A.902 , must be returned, transferred, or conveyed in accordance with that condition. (5) A charitable corporation or a corporation holding property for charitable purposes shall deliver to the attorney general of its intent to consummate a disposition, other than a disposition described in RCW 24.03A.885 . The notice must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed disposition is to be approved. Such a disposition may not be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the disposition, approval of the disposition is deemed to have been given. (6) The notice described in subsection (5) of this section shall include: (a) A statement specifying how the disposition will comply with subsections (1) through (4) of this section; and (b) A brief description of: (i) Real property held for charitable purposes that will be included in the disposition, and its nature and location; (ii) Cash, bank deposits, brokerage accounts, or other financial assets held for charitable purposes that will be included in the disposition in full or in part, and their approximate total fair market value; (iii) Other personal property held for charitable purposes that will be included in the disposition, 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.
RCW 24.03A.690 — Washington Code / Title 24 / Chapter 03A / Section 690
RCW 24.03A.690: Power to amend bylaws.
Status: in_force

The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.
RCW 24.03A.020 — Washington Code / Title 24 / Chapter 03A / Section 020
RCW 24.03A.020: Service on corporations.
Status: in_force

(1) Service upon a nonprofit corporation of any process, notice, or demand required or permitted by law may be made by serving the nonprofit corporation's registered agent. (2) Service upon a nonprofit corporation made by serving the nonprofit corporation's registered agent, or service on the nonprofit corporation in the absence of a registered agent, is governed by chapter 23.95 RCW.
RCW 24.60.080 — Washington Code / Title 24 / Chapter 60 / Section 080
RCW 24.60.080: Person responds without request or authorization.
Status: in_force

The intrastate building safety mutual aid system does not provide rights or privileges to any person responding for any reason if a member jurisdiction has not requested or authorized that person to respond to the building safety emergency.
RCW 24.60.040 — Washington Code / Title 24 / Chapter 60 / Section 040
RCW 24.60.040: Employee death—Benefits.
Status: in_force

An employee of a responding member jurisdiction that dies or sustains an injury in the course of his or her employment, while providing assistance under the intrastate building safety mutual aid system, is eligible to receive the benefits that would otherwise be available for injuries sustained or death in the course of employment.
RCW 24.06.150 — Washington Code / Title 24 / Chapter 06 / Section 150
RCW 24.06.150: Directors' meetings.
Status: in_force

Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws may prescribe. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. Unless the articles of incorporation or bylaws provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
RCW 24.06.600 — Washington Code / Title 24 / Chapter 06 / Section 600
RCW 24.06.600: Locally regulated utilities—Attachments to poles.
Status: in_force

(1) As used in this section: (a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic impulses or light waves for the carrying of intelligence for telecommunications or television, including, but not limited to cable, and any related device, apparatus, or auxiliary equipment upon any pole owned or controlled in whole or in part by one or more locally regulated utilities where the installation has been made with the necessary consent. (b) "Locally regulated utility" means an [a] mutual corporation organized under this chapter for the purpose of providing utility service and not subject to rate or service regulation by the utilities and transportation commission. (c) "Nondiscriminatory" means that pole owners may not arbitrarily differentiate among or between similar classes of persons approved for attachments. (2) All rates, terms, and conditions made, demanded or received by a locally regulated utility for attachments to its poles must be just, reasonable, nondiscriminatory and sufficient. A locally regulated utility shall levy attachment space rental rates that are uniform for the same class of service within the locally regulated utility service area. (3) Nothing in this section shall be construed or is intended to confer upon the utilities and transportation commission any authority to exercise jurisdiction over locally regulated utilities.
RCW 24.36.410 — Washington Code / Title 24 / Chapter 36 / Section 410
RCW 24.36.410: Marketing contracts with members.
Status: in_force

An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over fifteen years, all or any specified part of their fishery products or specified commodities exclusively to or through the association or any facilities to be created by the association.
RCW 9.24.050 — Washington Code / Title 24 / Chapter 24 / Section 050
RCW 9.24.050: False report of corporation.
Status: in_force

Every director, officer or agent of any corporation or joint stock association, and every person engaged in organizing or promoting any enterprise, who shall knowingly make or publish or concur in making or publishing any written prospectus, report, exhibit or statement of its affairs or pecuniary condition, containing any material statement that is false or exaggerated, 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.Every such corporation shall have full power and authority to provide by its bylaws for the manner in which such certificates of participation of its certificates or shares of stock shall be held and represented, and may also in like manner provide, that its shares of stock shall not be transferred to, or be held or owned by any person, or by any corporation other than a chartered body of the order or society represented in its membership.
RCW 24.03A.740 — Washington Code / Title 24 / Chapter 03A / Section 740
RCW 24.03A.740: Articles of merger.
Status: in_force

(1) After a plan of merger has been adopted and approved as required by RCW 24.03A.710 through 24.03A.750 , articles of merger must be executed on behalf of each party to the merger by an officer or other authorized representative of the party. The articles of merger shall set forth: (a) The names of the parties to the merger; (b) If the articles of the surviving domestic nonprofit corporation are being changed, or if a new domestic nonprofit corporation is created as a result of a merger, the changes to the articles of the surviving corporation or the articles of the new corporation; (c) If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was approved by the members and, if voting by any separate voting group was required, by each separate voting group entitled to vote, in the manner required by this chapter and the articles or bylaws; (d) If the plan of merger did not require approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement to that effect; (e) If a party to the merger is a noncharitable corporation holding property for charitable purposes, and the survivor is not a charitable corporation, a statement that the attorney general has approved, or is deemed to have approved, the merger pursuant to RCW 24.03A.715 ; and (f) As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was authorized as required by the organic law of the corporation or eligible entity. (2) Terms of articles of merger may be made dependent on facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060 (3). (3) Articles of merger must be delivered to the secretary of state for filing by the surviving entity of the merger and shall take effect at the effective time provided in RCW 23.95.210 . Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
RCW 24.36.250 — Washington Code / Title 24 / Chapter 36 / Section 250
RCW 24.36.250: Qualifications of members, stockholders.
Status: in_force

(1) Under the terms and conditions prescribed in the bylaws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to be handled by or through the association, including the lessees and tenants of boats and equipment used for the production of such fishery products and any lessors and landlords who receive as rent all or part of the fish produced by such leased equipment. (2) If a member of a nonstock association is other than a natural person, such member may be represented by any individual duly authorized in writing. (3) One association may become a member or stockholder of any other association.
RCW 24.36.260 — Washington Code / Title 24 / Chapter 36 / Section 260
RCW 24.36.260: Certificate of membership in nonstock associations.
Status: in_force

When a member of an association established without shares of stock has paid his or her membership fee in full, he or she shall receive a certificate of membership.
RCW 24.36.010 — Washington Code / Title 24 / Chapter 36 / Section 010
RCW 24.36.010: Short title.
Status: in_force

This chapter may be cited as "The Fish Marketing Act".
RCW 24.12.030 — Washington Code / Title 24 / Chapter 12 / Section 030
RCW 24.12.030: Filing articles—Property held in trust.
Status: in_force

Articles of incorporation shall be filed in like manner as provided by law for corporations aggregate, and therein shall be set forth the facts authorizing such incorporation, and declare the manner in which any vacancy occurring in the incumbency of such bishop, overseer, or presiding elder, as the case may be, is required by the constitution, canons, rules, regulations, or discipline of such church or denomination to be filled, which statement shall be verified by affidavit, and for proof of the appointment or election of such bishop, overseer, or presiding elder, as the case may be, or any succeeding incumbent of such corporation, it shall be sufficient to file with the secretary of state the original or a copy of his or her commission, or certificate, or letters of election or appointment, duly attested: PROVIDED, All property held in such official capacity by such bishop, overseer, or presiding elder, as the case may be, shall be in trust for the use, purpose, benefit, and behoof of his or her religious denomination, society, or church.
RCW 24.03A.025 — Washington Code / Title 24 / Chapter 03A / Section 025
RCW 24.03A.025: Venue for actions.
Status: in_force

Except as provided under federal or state law or in specific provisions of this chapter, every action arising under this chapter shall be tried in, and "the court" throughout this chapter refers to, the superior court: (1) In the county where the corporation's principal office in this state is located; (2) If the corporation has no principal office in this state, in the county where the corporation's registered agent in this state is located; (3) Of King county; or (4) Of Thurston county.
RCW 24.34.010 — Washington Code / Title 24 / Chapter 34 / Section 010
RCW 24.34.010: Who may organize—Purposes—Limitations.
Status: in_force

*** CHANGE IN 2026 *** (SEE 1941.SL ) ***

Persons engaged in the production of agricultural products as farmers, planters, ranchers, dairy farmers, nut growers, or fruit growers may act together in associations, corporate or otherwise, with or without capital stock, in collectively processing, preparing for market, handling, and marketing in intrastate commerce, such products of persons so engaged. Such associations may have marketing agencies in common; and such associations and their members may make the necessary contracts and agreements to effect such purposes: PROVIDED, That such associations are operated for the mutual benefit of the members thereof, as such producers, and conform to one or both of the following requirements: First. That no member of the association is allowed more than one vote because of the amount of stock or membership capital he or she may own therein, or, Second. That the association does not pay dividends on stock or membership capital in excess of eight percent per annum. And in any case to the following: Third. That the association shall not deal in the products of nonmembers to an amount greater in value than such as are handled by it for members.
RCW 24.03A.680 — Washington Code / Title 24 / Chapter 03A / Section 680
RCW 24.03A.680: Effective date.
Status: in_force

Unless a delayed effective date is specified, articles of amendment or restated articles of incorporation become effective on the date the articles of amendment or restated articles of incorporation are filed by the secretary of state.
RCW 24.03A.964 — Washington Code / Title 24 / Chapter 03A / Section 964
RCW 24.03A.964: Proceedings prior to corporate action.
Status: in_force

(1) Where under applicable law or the articles or bylaws of a nonprofit corporation there has been a failure to hold a meeting to take corporate action and the failure has continued for thirty days after the date designated or appropriate therefor, the court may summarily order a meeting to be held upon the application of any person entitled, either alone or in conjunction with other persons similarly seeking relief under this section, to call a meeting to consider the corporate action in issue, and, in the case of a charitable corporation, upon the application of the attorney general. (2) The court may determine the right to vote at the meeting of persons claiming that right, may appoint an individual to hold the meeting under such orders and powers as the court may deem proper, and may take such action as may be required to give due notice of the meeting and convene and conduct the meeting in the interests of justice.
RCW 24.06.190 — Washington Code / Title 24 / Chapter 06 / Section 190
RCW 24.06.190: Procedure to amend articles of incorporation.
Status: in_force

Amendments to the articles of incorporation shall be made in the following manner: A corporation's board of directors may amend the articles of incorporation to change the name of the corporation, without seeking member or shareholder approval. With respect to amendments other than to change the name of the corporation, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of members and shareholders, which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member and shareholder entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members and shareholders. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members or shareholders present in person or by mail or by electronic transmission at such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon by class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting. Any number of amendments may be submitted and voted upon at any one meeting.
RCW 24.03A.220 — Washington Code / Title 24 / Chapter 03A / Section 220
RCW 24.03A.220: Scope of member's inspection right.
Status: in_force

(1) A member's agent or attorney has the same inspection and copying rights as the member represented. (2) The right to copy records under RCW 24.03A.215 includes, if reasonable, the right to receive copies. Copies may be provided through electronic transmission unless the member requests otherwise in the form of a record. (3) The nonprofit corporation may comply with a member's demand to inspect and copy the list of members under RCW 24.03A.215 (2)(c) by providing the member for a reasonable charge as described in subsection (4) of this section with a list of members that was compiled no earlier than the date of the member's demand. (4) The nonprofit corporation shall provide a copy of its articles and bylaws at no cost to a member on request. The nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any other documents provided to the member. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.
RCW 24.36.200 — Washington Code / Title 24 / Chapter 36 / Section 200
RCW 24.36.200: Bylaws of association—Election of directors by representatives or advisers from districts of territory.
Status: in_force

The bylaws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such case, the bylaws shall specify the number of representatives or advisers to be elected by each district, the manner and method of reapportioning the representatives or advisers and of redistricting the territory covered by the association.
RCW 24.03A.922 — Washington Code / Title 24 / Chapter 03A / Section 922
RCW 24.03A.922: Enforcement of claims.
Status: in_force

A claim that is not barred by RCW 24.03A.918 (4) or 24.03A.920 (3) may be enforced: (1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or (2) Except as provided in RCW 24.03A.924 (4), if the assets have been distributed in liquidation, against any person, other than a creditor of the dissolved corporation, to whom the corporation distributed its property, subject to the following restrictions: (a) Recovery is limited to the amount of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less; (b) A distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee; and (c) A distributee is only liable to the extent permitted by existing common law or statutory remedies, and nothing in this section creates a separate cause of action against a distributee.
RCW 24.06.135 — Washington Code / Title 24 / Chapter 06 / Section 135
RCW 24.06.135: Vacancies.
Status: in_force

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed, as the case may be, to fill a vacancy, shall be elected or appointed for the unexpired term of his or her predecessor in office.
RCW 24.03A.540 — Washington Code / Title 24 / Chapter 03A / Section 540
RCW 24.03A.540: Liability of directors.
Status: in_force

(1) A director of a nonprofit corporation is not liable to the nonprofit corporation for any action taken, or any failure to take any action, as a director, except as provided in subsection (2) or (3) of this section or in the articles or bylaws. (2) Notwithstanding any provision to the contrary in the articles or bylaws, a director is liable to the corporation for: (a) The value of any benefit in cash, other property, or services received by the director to which the director is not legally entitled; or (b) Intentional misconduct or a knowing violation of law, including but not limited to criminal law or this chapter, by the director. (3) A director is liable to the corporation for a violation of any additional standard of conduct specified in the nonprofit corporation's articles as an exception to the limitation on [the] director's liability. (4) A director of a nonprofit corporation is not liable to any member of the nonprofit corporation for any action taken, or any failure to take action, as a director, except as provided in subsection (5) of this section. (5) A director is liable to a member of the corporation only for: (a) A knowing infliction of harm upon the member; or (b) An intentional violation of criminal law or this chapter that results in harm or loss to the member. (6) The party seeking to establish the director's liability to the corporation or any member of the corporation: (a) For money damages, also has the burden of establishing that: (i) Harm to the nonprofit corporation or its members has been suffered; and (ii) The harm suffered was proximately caused by the director's challenged conduct; or (b) For other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, also has whatever burden of persuasion may be called for to establish that the payment sought is appropriate in the circumstances; or (c) For other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, also has whatever burden of persuasion may be called for to establish that the equitable remedy sought is appropriate in the circumstances. (7) Nothing contained in this section: (a) In any instance where fairness is at issue, such as consideration of the fairness of a transaction to the nonprofit corporation under RCW 24.03A.615 (1)(c), alters the burden of proving the fact or lack of fairness otherwise applicable; (b) Alters the fact or lack of liability of a director to the nonprofit corporation under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under RCW 24.03A.610 , a conflicting interest transaction under RCW 24.03A.615 , or taking advantage of a business opportunity under RCW 24.03A.620 ; (c) Affects any rights to which the corporation or a director or member may be entitled under another statute of this state or the United States; or (d) Affects the authority of the attorney general to take any action against a director under this chapter or other applicable Washington state law.
RCW 24.36.310 — Washington Code / Title 24 / Chapter 36 / Section 310
RCW 24.36.310: Powers of association—Incurring indebtedness—Advances to members.
Status: in_force

An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
RCW 24.03A.855 — Washington Code / Title 24 / Chapter 03A / Section 855
RCW 24.03A.855: Entity conversion for noncharitable corporations.
Status: in_force

(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic unincorporated entity pursuant to a plan of entity conversion only if the entity conversion is permitted under the organic law governing the entity that would survive the entity conversion. (2) A domestic nonprofit corporation, other than a charitable corporation, may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction. (3) A domestic unincorporated entity may be converted into a domestic nonprofit corporation only if applicable Washington state law provides procedures for the approval of an entity conversion into a domestic nonprofit corporation. (4) A foreign unincorporated entity may become a domestic nonprofit corporation if the law of the foreign jurisdiction authorizes it to become a nonprofit corporation in another jurisdiction. (5) If any provision of a debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before January 1, 2022, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, then the provision is deemed to apply to an entity conversion of the corporation until the provision is later amended.
RCW 24.03A.600 — Washington Code / Title 24 / Chapter 03A / Section 600
RCW 24.03A.600: Contract rights of officers.
Status: in_force

(1) The appointment or election of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
RCW 24.03A.485 — Washington Code / Title 24 / Chapter 03A / Section 485
RCW 24.03A.485: Procedure for remote meetings.
Status: in_force

When provided for in the articles or bylaws, meetings of the members held by remote communication must follow the provisions of RCW 24.03A.390 through 24.03A.480 to the greatest practicable extent.
RCW 24.12.055 — Washington Code / Title 24 / Chapter 12 / Section 055
RCW 24.12.055: Failure to file annual report—Reinstatement after administrative dissolution.
Status: in_force

(1) The secretary of state shall, when exigent or mitigating circumstances are presented, reinstate to full active status any corporation sole previously in good standing that would otherwise be penalized or lose its active status. Any corporation sole desiring to seek relief under this section shall, within five years of the missed filing or lapse, notify the secretary of state in writing. The notification must include the name and mailing address of the corporation sole, the corporate sole officer to whom correspondence should be sent, and a statement under oath by a responsible corporate sole officer, setting forth the nature of the missed filing or lapse, the circumstances of the missed filing or lapse, that disproportionate harm would occur to the corporation sole if relief were not granted, and the relief sought. (2) Upon receipt of the notice under subsection (1) of this section, the secretary of state shall investigate the circumstances of the missed filing or lapse. (a) If the secretary of state is satisfied that sufficient exigent or mitigating circumstances exist; that the corporation sole has demonstrated good faith and a reasonable attempt to comply with the applicable corporate sole license statutes of this state; that disproportionate harm would occur to the corporation sole if relief were not granted; and that relief would not be contrary to the public interest expressed in this title, the secretary may issue an order reinstating the corporation sole and specifying any terms and conditions of the relief. Reinstatement may relate back to the date of lapse or dissolution. (b) If the secretary of state determines the request does not comply with the requirements for relief, the secretary shall issue an order denying the requested relief and stating the reasons for the denial. Any denial of relief by the secretary of state is final and is not appealable. (c) The secretary of state shall keep records of all requests for relief and the disposition of the requests. The secretary of state shall annually report to the legislature the number of relief requests received in the preceding year and a summary of the secretary's disposition of the requests.
RCW 24.36.400 — Washington Code / Title 24 / Chapter 36 / Section 400
RCW 24.36.400: Contracts and agreements with other corporations or associations—Joint operations.
Status: in_force

Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corporation, association, or associations, formed in this or in any other state, for the cooperative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective business.
RCW 24.36.020 — Washington Code / Title 24 / Chapter 36 / Section 020
RCW 24.36.020: Declaration of purpose.
Status: in_force

The purpose of this chapter is to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate speculation and waste; to make the distribution of fish and fishery products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of fish and fishery products.
RCW 24.06.360 — Washington Code / Title 24 / Chapter 06 / Section 360
RCW 24.06.360: Foreign registration statement—Filing.
Status: in_force

A foreign corporation may register to conduct affairs in this state by delivering to the secretary of state for filing a foreign registration statement in accordance with RCW 23.95.510 .
RCW 24.06.145 — Washington Code / Title 24 / Chapter 06 / Section 145
RCW 24.06.145: Committees.
Status: repealed

If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees each of which shall consist of one or more directors, which committees, to the extent provided in such resolution, in the articles of incorporation, or in the bylaws of the corporation, shall have and exercise the authority of the board of directors in the management of the corporation: PROVIDED, That no such committee shall have the authority of the board of directors in reference to: (1) Amending, altering, or repealing the bylaws; (2) Electing, appointing, or removing any member of any such committee or any director or officer of the corporation; (3) Amending the articles of incorporation; (4) Adopting a plan of merger or a plan of consolidation with another corporation; (5) Authorizing the sale, lease, exchange, or mortgage, of all or substantially all of the property and assets of the corporation; (6) Authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; or (7) Amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director of any responsibility imposed upon it or him or her by law.
RCW 24.03A.295 — Washington Code / Title 24 / Chapter 03A / Section 295
RCW 24.03A.295: Amendment to registration upon conversion.
Status: in_force

A registered foreign nonprofit corporation that converts to a foreign for-profit corporation or to any form of foreign unincorporated entity that is required to register with the secretary of state to do business in this state shall deliver to the secretary of state for filing an amendment to its foreign registration statement under RCW 23.95.515 .
RCW 24.03A.950 — Washington Code / Title 24 / Chapter 03A / Section 950
RCW 24.03A.950: Attorney general's investigative power.
Status: in_force

Upon reasonable suspicion that there has been a violation of any provision of this chapter that governs the distribution, disposition, management, or expenditure of, or reporting obligations relating to, any property held for charitable purposes, or that a charitable corporation or property held for charitable purposes by a nonprofit corporation has been improperly administered, the attorney general may institute an investigation for the purpose of determining whether there has been such a violation or improper administration.
RCW 24.03A.785 — Washington Code / Title 24 / Chapter 03A / Section 785
RCW 24.03A.785: Domestication.
Status: in_force

(1) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the law of the foreign jurisdiction allows the domestication. (2) A domestic nonprofit corporation may become a foreign nonprofit corporation if the law of the foreign jurisdiction allows the domestication. (3) Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication must be approved by the corporation's adoption of a plan of domestication in the manner provided in RCW 24.03A.755 through 24.03A.880 . (4) The plan of domestication shall include: (a) A statement of the jurisdiction in which the corporation is to be domesticated; (b) The terms and conditions of the domestication; (c) The manner and basis of canceling or reclassifying the memberships of the corporation following its domestication into memberships, obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing; (d) If the corporation is a charitable corporation or is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); and (e) Any desired changes to the articles or bylaws of the corporation in connection with its domestication. (5) The plan of domestication may also include a provision that the plan may be amended before filing the document required by the laws of this state or the other jurisdiction to consummate the domestication; except that, after approval of the plan by the members, the plan may not be amended without the approval of the members entitled to vote thereon to change: (a) The amount or kind of memberships, obligations, rights to acquire memberships, cash, or other property to be received by the members under the plan; (b) The articles as they will be in effect immediately following the domestication, except for changes permitted by RCW 24.03A.655 or by comparable provisions of the laws of the other jurisdiction; or (c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect. (6) Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060 (3). (7) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred[,] or executed by a domestic nonprofit corporation before January 1, 2022, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, then the provision is deemed to apply to a domestication of the corporation until the provision is amended after that date.
RCW 24.03A.400 — Washington Code / Title 24 / Chapter 03A / Section 400
RCW 24.03A.400: Court-ordered meeting.
Status: in_force

(1) The court may summarily order a meeting to be held: (a) On application of any member entitled to participate in an annual or regular meeting if an annual meeting was not held within eighteen months after the last annual meeting; or (b) On application of a member who executed a demand for a special meeting under RCW 24.03A.395 that was executed by a sufficient number of members to call a meeting, if: (i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or (ii) The special meeting was not held in accordance with the notice. (2) The court may fix the time and place of a court-ordered meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the court-ordered meeting.
RCW 24.03A.175 — Washington Code / Title 24 / Chapter 03A / Section 175
RCW 24.03A.175: Private foundations.
Status: in_force

(1) Except as provided in subsection (2) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the internal revenue code shall: (a) Distribute sufficient amounts for each taxable year at a time and in a manner so as not to subject the corporation to tax under section 4942 of the internal revenue code; (b) Not engage in any act of self-dealing as defined in section 4941(d) of the internal revenue code; (c) Not retain any excess business holdings as defined in section 4943(c) of the internal revenue code; (d) Not make any investments in a manner that subjects the corporation to tax under section 4944 of the internal revenue code; and (e) Not make any taxable expenditures as defined in section 4945(d) of the internal revenue code. (2) Subsection (1) of this section does not apply to a nonprofit corporation incorporated before January 1, 1970, that has been properly relieved from the requirements of section 508(e)(1) of the internal revenue code by a timely judicial proceeding.
RCW 24.36.210 — Washington Code / Title 24 / Chapter 36 / Section 210
RCW 24.36.210: Bylaws of association—Primary elections to nominate directors.
Status: in_force

The bylaws may provide that primary elections shall be held to nominate directors. Where the bylaws provide that the territory in which the association has members shall be divided into districts, the bylaws may also provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association.
RCW 24.03A.954 — Washington Code / Title 24 / Chapter 03A / Section 954
RCW 24.03A.954: Religious corporations.
Status: in_force

The attorney general shall not commence any action under RCW 24.03A.946 against a religious corporation; intervene in any action under RCW 24.03A.948 involving a religious corporation; institute any investigation under RCW 24.03A.950 , the subject of which is a religious corporation; or serve any civil investigative demand under RCW 24.03A.952 on a religious corporation, unless for the purposes of this section only: (1) The basis for the action, investigation, or civil investigative demand is the attorney general's knowledge of facts, circumstances, or results that property held by the religious corporation for charitable purposes has been, is threatened to be, or is about to be distributed in violation of RCW 24.03A.155 ; (2) The board of directors of the religious corporation has adopted a resolution in the form of a record requesting the attorney general's involvement in the action or investigation; or (3) The attorney general has knowledge of facts, circumstances, or results indicating that the religious corporation has no directors in office, in which case the attorney general may investigate the issue of whether the religious corporation has directors in office, and, if necessary, appoint one or more directors of the religious corporation following the procedure set out in RCW 24.03A.535 (4).
RCW 24.06.435 — Washington Code / Title 24 / Chapter 06 / Section 435
RCW 24.06.435: Conducting affairs without registering.
Status: in_force

A foreign corporation conducting affairs in this state without registering with the secretary of state is subject to RCW 23.95.505 .
RCW 24.06.070 — Washington Code / Title 24 / Chapter 06 / Section 070
RCW 24.06.070: Shares—Issuance—Payment—Subscription agreements.
Status: in_force

(1) Each corporation which is organized with capital stock shall have the power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or shares without par value, with such designations, preferences, limitations, and relative rights as shall be stated in the articles of incorporation. The articles of incorporation may limit or deny the voting rights of or provide special voting rights for the shares of any class to the extent not inconsistent with the provisions of this chapter. (2) Without limiting the authority herein contained, a corporation, when so provided in its articles of incorporation, may issue shares of preferred or special classes: (a) Subject to the right of the corporation to redeem any of such shares at the price fixed by the articles of incorporation for the redemption thereof. (b) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends. (c) Having preference over any other members or class or classes of shares as to the payment of dividends. (d) Having preference in the assets of the corporation over any other members or class or classes of shares upon the voluntary or involuntary liquidation of the corporation. (3) The consideration for the issuance of shares may be paid in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable. Neither promissory notes nor future services shall constitute payment or part payment, for shares of a corporation. In the absence of fraud in the transaction, the judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration received for shares shall be conclusive. (4) A subscription for shares of a corporation to be organized shall be in writing and be irrevocable for a period of six months, unless otherwise provided by the terms of the subscription agreement or unless all of the subscribers consent to the revocation of such subscription. Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after the organization of a corporation, shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation. The bylaws may prescribe other penalties for failure to pay installments or calls that may become due, but no penalty working a forfeiture of a subscription, or of the amounts paid thereon, shall be declared as against any subscriber unless the amount due thereon shall remain unpaid for a period of twenty days after written demand has been made therefor. If mailed, such written demand shall be deemed to be made when deposited in the United States mail in a sealed envelope addressed to the subscriber at his or her last post office address known to the corporation, with postage thereon prepaid. In the event of the sale of any shares by reason of any forfeiture, the excess of proceeds realized over the amount due and unpaid on such shares shall be paid to the delinquent subscriber or to his or her legal representative.
RCW 24.03A.120 — Washington Code / Title 24 / Chapter 03A / Section 120
RCW 24.03A.120: Organization of corporations.
Status: in_force

(1) After incorporation: (a) The initial directors shall hold an organizational meeting at the call of a majority of the initial directors to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; and (b) If the initial directors resign or refuse to meet, then the incorporator or incorporators shall hold a meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation. (2) An organizational meeting may be held in or out of this state. (3) The directors or incorporators may take organizational action without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and executed by each director or incorporator.
RCW 24.06.220 — Washington Code / Title 24 / Chapter 06 / Section 220
RCW 24.06.220: Approval of merger or consolidation.
Status: in_force

A plan of merger or consolidation shall be adopted in the following manner: The board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members or shareholders which may be either an annual or a special meeting. Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice by electronic transmission, setting forth the proposed plan or a summary thereof 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. The proposed plan 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 each such meeting or represented by proxy are entitled to cast: PROVIDED, That when any class of shares or members is entitled to vote thereon as a class, the proposed amendment must receive at least two-thirds of the votes of the members or shareholders of each class entitled to vote thereon as a class, who are present in person, by mail, by electronic transmission, or represented by proxy at such meeting. After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
RCW 24.06.207 — Washington Code / Title 24 / Chapter 06 / Section 207
RCW 24.06.207: Restated articles of incorporation.
Status: in_force

A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors. Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its officers and shall set forth all of the operative provisions of the articles of incorporation as theretofore amended together with a statement that the restated articles of incorporation correctly set forth without change the corresponding provisions of the articles of incorporation as theretofore amended and that the restated articles of incorporation supersede the original articles of incorporation and all amendments thereto. The restated articles of incorporation 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 restated articles of incorporation by the secretary of state, the restated articles of incorporation shall become effective as provided in RCW 23.95.210 and shall supersede the original articles of incorporation and all amendments thereto.
RCW 24.03A.930 — Washington Code / Title 24 / Chapter 03A / Section 930
RCW 24.03A.930: Procedure and effect of administrative dissolution.
Status: in_force

(1) Administrative dissolution does not terminate, bar, or otherwise modify any claim against the administratively dissolved corporation. (2) A person is not liable in contract, tort, or otherwise solely by reason of being a director, officer, or member of a nonprofit corporation that was dissolved under RCW 24.03A.928 through 24.03A.942 , with respect to the activities or affairs of the corporation that have been continued, without knowledge of the dissolution.
RCW 24.46.020 — Washington Code / Title 24 / Chapter 46 / Section 020
RCW 24.46.020: Application for permission to establish, operate and maintain foreign trade zones authorized.
Status: in_force

A nonprofit corporation or organization, as zone sponsor, may apply to the United States for permission to establish, operate, and maintain foreign trade zones: PROVIDED, That nothing herein shall be construed to prevent these zones from being operated and financed by a private corporation(s) on behalf of said nonprofit corporation acting as zone sponsor.
RCW 24.03A.890 — Washington Code / Title 24 / Chapter 03A / Section 890
RCW 24.03A.890: Dispositions requiring member approval.
Status: in_force

(1) A sale, lease, exchange, or other disposition of assets, other than a disposition described in RCW 24.03A.885 , requires approval of the corporation's members that are entitled to vote on the disposition, unless the articles or bylaws otherwise provide. (2) A disposition that requires approval of the members must be initiated by a resolution by the board authorizing the disposition. After adoption of the resolution, the board shall submit the proposed disposition to the members for their approval. The board shall also deliver to the members a recommendation that the members approve the proposed disposition, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, in which case the board shall deliver to the members the basis for that determination. (3) The board may condition its submission of a disposition to the members under subsection (2) of this section on any basis. (4) If a disposition is required to be approved by the members, and if the approval is to be given at a meeting, then the nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the meeting of members at which the disposition 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 disposition and must contain a description of the disposition, including the terms and conditions thereof and the consideration to be received by the corporation. (5) Unless the articles, bylaws, or the board acting pursuant to subsection (3) of this section requires a greater vote, or a greater number of votes to be present, the approval of a disposition by the members entitled to vote thereon requires the approval of a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the disposition, the approval of a majority of the members of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (6) If a membership corporation has no members entitled to vote on a disposition, then the corporation shall deliver notice of a proposed disposition to all members of the corporation at least ten days before the meeting at which the board is to act upon the disposition. (7) After a disposition has been approved by the members under subsection (5) of this section, and at any time before the disposition has been consummated, it may be abandoned by the nonprofit corporation without action by the members, subject to any contractual rights of other parties to the disposition. (8) In addition to the approval of a disposition of assets by the board and members as required by this section, the disposition must also be approved in the form of a record by any person or group of persons whose approval is required under RCW 24.03A.705 to amend the articles or bylaws. (9) The assets of a direct or indirect consolidated subsidiary are deemed the assets of the parent nonprofit corporation for the purposes of this section. (10) A disposition of assets in the course of a dissolution governed by RCW 24.03A.904 through 24.03A.926 is not governed by RCW 24.03A.885 through 24.03A.902 .
RCW 24.03A.906 — Washington Code / Title 24 / Chapter 03A / Section 906
RCW 24.03A.906: Distribution of assets on dissolution.
Status: in_force

The assets of a corporation in the process of dissolution shall be applied and distributed in the following order: (1) All known liabilities and obligations of the corporation must be paid, satisfied, and discharged, or adequate provision must be made to pay, satisfy, and discharge those liabilities. (2) All property held for charitable purposes by the corporation, including all assets of a charitable corporation remaining after satisfaction of subsection (1) of this section, must be applied and distributed consistently with the corporation's articles, such that property is not diverted from charitable purposes, and as follows: (a) Property held for charitable purposes pursuant to a trust instrument in which the nonprofit corporation is a trustee or a beneficiary must be governed by and distributed in accordance with the trust instrument and chapter 11.110 RCW, and any modification of restrictions imposed through the trust instrument accomplished through an appropriate order of the court or the agreement of all interested parties, including the attorney general, pursuant to chapter 11.96A RCW. (b) Property owned outright and held for charitable purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution and not subject to any gift restriction, must be transferred or conveyed: (i) To one or more entities operated exclusively for one or more charitable purposes; (ii) To the federal government, a tribal government, or a state or local government for a public purpose; or (iii) Subject to one or more gift restrictions requiring the property to be used exclusively for the same charitable purposes for which the dissolving corporation holds the property. (c) Property that is subject to charitable purpose or management or investment restrictions that do not require modification at the time of dissolution and is not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution must be transferred or conveyed subject to all restrictions applicable to the property, except to the extent restrictions are modified pursuant to RCW 24.03A.190 before distribution, pursuant to a plan of distribution adopted by the board and as provided by RCW 24.03A.904 through 24.03A.926 . (d) Property subject to charitable purpose or management or investment restrictions that require modification at the time of dissolution and are not held upon a condition requiring return, transfer, or conveyance by reason of dissolution, must be modified pursuant to RCW 24.03A.190 before the gifts can be distributed, pursuant to a plan of distribution adopted by the board and as provided by RCW 24.03A.904 through 24.03A.926 . (e) Property held for charitable purposes by the nonprofit corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, must be returned, transferred, or conveyed in accordance with those requirements. (3) Property held by a corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, must be returned, transferred, or conveyed in accordance with the requirements of the condition. (4) Other assets of a corporation other than a charitable corporation, if any, must be distributed: (a) To members or other persons in accordance with the articles or bylaws, to the extent that the articles or bylaws determine the rights of members to distributions upon dissolution, or provide for distribution to other persons or classes of persons; and (b) To the extent that the articles or bylaws do not govern distribution of assets on dissolution, to any persons the board may select.
RCW 24.36.140 — Washington Code / Title 24 / Chapter 36 / Section 140
RCW 24.36.140: Bylaws of association—Transfer of stock, membership certificates limited.
Status: in_force

The bylaws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association.
RCW 24.06.345 — Washington Code / Title 24 / Chapter 06 / Section 345
RCW 24.06.345: Effect of registration—Governing law.
Status: in_force

A foreign corporation that registers to conduct affairs in this state is subject to RCW 23.95.500 relating to the effect of registration and the governing law for registered foreign corporations.
RCW 24.03A.650 — Washington Code / Title 24 / Chapter 03A / Section 650
RCW 24.03A.650: Amendment before admission of members.
Status: in_force

If a membership corporation has not yet admitted members, then its board may adopt one or more amendments to the articles.
RCW 24.03A.630 — Washington Code / Title 24 / Chapter 03A / Section 630
RCW 24.03A.630: Indemnification and advance for expenses.
Status: in_force

The provisions of RCW 23B.08.500 through 23B.08.603 , or their successors, apply to any corporation to which this chapter applies. For purposes of this chapter: (1) All references in those provisions to shares of a corporation are deemed to refer to membership interests in the nonprofit corporation. (2) All references in those provisions to shareholders are deemed to refer to members of the nonprofit corporation. (3) All references in those provisions to a shareholders meeting are deemed to refer to a meeting of the members of the nonprofit corporation. (4) All references in those provisions to transactions from which directors or officers will personally receive a benefit to which they are not entitled are deemed to include transactions approved or implemented by a director or officer knowing them to be in violation of RCW 24.03A.155 . (5) This section does not limit a nonprofit corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
RCW 24.03A.810 — Washington Code / Title 24 / Chapter 03A / Section 810
RCW 24.03A.810: For-profit conversion of noncharitable corporations.
Status: in_force

(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic for-profit corporation pursuant to a plan of for-profit conversion if the for-profit conversion is permitted under Title 23B RCW. (2) A domestic nonprofit corporation, other than a charitable corporation, may become a foreign for-profit corporation if the for-profit conversion is permitted by the laws of the foreign jurisdiction. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of for-profit conversion, the foreign for-profit conversion must be approved by the adoption by the domestic nonprofit corporation of a plan of for-profit conversion in the manner provided in RCW 24.03A.755 through 24.03A.880 . (3) The plan of for-profit conversion shall include: (a) The terms and conditions of the conversion; (b) The manner and basis of: (i) Issuing at least one share in the corporation following its conversion; and (ii) Otherwise reclassifying the memberships in the corporation, if any, following its conversion into shares and other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing; (c) If the corporation is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); (d) Any desired changes to the articles or bylaws of the corporation following its conversion; and (e) If the domestic nonprofit corporation is to be converted to a foreign for-profit corporation, a statement of the jurisdiction in which the corporation will be incorporated after the conversion. (4) The plan of for-profit conversion may also include a provision that the plan may be amended before filing articles of for-profit conversion, except that after approval of the plan by the members the plan may not be amended without the approval of the members to change: (a) The amount or kind of shares and other securities, obligations, rights to acquire shares or other securities, cash, or other property to be received by the members under the plan; (b) The articles of incorporation as they will be in effect immediately following the conversion, except for changes permitted by RCW 24.03A.655 ; or (c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect. (5) Terms of a plan of for-profit conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060 (3). (6) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before January 1, 2022, contains a provision applying to a merger of the corporation and the document does not refer to a for-profit conversion of the corporation, then the provision is deemed to apply to a for-profit conversion of the corporation until the provision is later amended.
RCW 24.28.040 — Washington Code / Title 24 / Chapter 28 / Section 040
RCW 24.28.040: Use of term "grange"—"Person" defined.
Status: in_force

No person, doing business in this state shall be entitled to use or to register the term "grange" as part or all of his or her business name or other name or in connection with his or her products or services, or otherwise, unless either (1) he or she has complied with the provisions of this chapter or (2) he or she has obtained written consent of the Washington state grange certified thereto by its master. Any person violating the provisions of this section may be enjoined from using or displaying such name and doing business under such name at the instance of the Washington state grange or any grange organized under this chapter, or any member thereof: PROVIDED, That nothing herein shall prevent the continued use of the term "grange" by any person using said name prior to the adoption of *this act. For the purposes of this section "person" shall include any person, partnership, corporation, or association of individuals.
RCW 24.06.290 — Washington Code / Title 24 / Chapter 06 / Section 290
RCW 24.06.290: Proceedings for administrative dissolution—Reinstatement—Survival of actions.
Status: in_force

Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the corporation from being sued and from defending lawsuits, nor shall it release the corporation from any of the duties or liabilities of a corporation under law. A corporation shall be administratively dissolved by the secretary of state under the circumstances and procedures provided in Article 6 of chapter 23.95 RCW. A corporation which has been administratively dissolved under RCW 23.95.610 may apply to the secretary of state for reinstatement in accordance with RCW 23.95.615 . When a corporation has been administratively dissolved under RCW 23.95.610 , remedies available to or against it shall survive in the manner provided by RCW 24.06.335 and thereafter the directors of the corporation shall hold title to the property of the corporation as trustees for the benefit of its creditors and shareholders.
RCW 24.36.050 — Washington Code / Title 24 / Chapter 36 / Section 050
RCW 24.36.050: General laws relating to corporations for profit applicable.
Status: in_force

The provisions of Title 23B RCW and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or inconsistent with the express provisions of this chapter.
RCW 24.03A.948 — Washington Code / Title 24 / Chapter 03A / Section 948
RCW 24.03A.948: Attorney general's right to intervene.
Status: in_force

The attorney general, as of right, may intervene in any proceeding that has been commenced by a person other than the attorney general if the attorney general is otherwise authorized to bring such a proceeding under this chapter.
RCW 24.03A.350 — Washington Code / Title 24 / Chapter 03A / Section 350
RCW 24.03A.350: Transfers of membership.
Status: in_force

(1) Except as provided in the articles or bylaws or by resolution of the board, a member of a membership corporation may not transfer a membership or any right arising therefrom. (2) Where the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the affected member consents to the restriction in the form of a record.
RCW 24.03A.255 — Washington Code / Title 24 / Chapter 03A / Section 255
RCW 24.03A.255: Removal of status.
Status: in_force

The secretary of state may remove a corporation's public benefit nonprofit corporation designation if the corporation does not comply with this chapter or the internal revenue service revokes recognition of the corporation's status as an organization described in section 501(c)(3) of the internal revenue code.
RCW 24.03A.545 — Washington Code / Title 24 / Chapter 03A / Section 545
RCW 24.03A.545: Compensation of directors.
Status: in_force

Unless the articles or bylaws provide otherwise, the board may fix the compensation of directors.