reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03A.425 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.425 - Conduct of meeting.

RCW 24.03A.425 Conduct of meeting. (Effective January 1, 2022.)(1) At each meeting of members, an individual shall preside as chair. The chair is appointed and may be removed:(a) As provided in the articles or bylaws;(b) In the absence of a provision in the articles or bylaws, by the board; or(c) In the absence of both a provision in the articles or bylaws and an appointment by the board, by the members at the meeting.(2) Except as provided in the articles or bylaws or by resolution of the board, the chair determines the order of business and has the authority to establish rules for the order and conduct of the meeting.(3) Any rules established for the order and conduct of the meeting pursuant to subsection (2) of this section must be fair to the members.(4) Except as provided in the articles or bylaws or by resolution of the board:(a) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon.(b) If no announcement is made, then the polls are deemed to have closed upon the final adjournment of the meeting.(c) After the polls close, no ballots, proxies, or votes, nor any otherwise permissible revocations or changes thereto may be accepted.[ 2021 c 176 § 2308.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.430 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.430 - Proxies.

RCW 24.03A.430 Proxies. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2309.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.435 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.435 - Voting entitlement of members.

RCW 24.03A.435 Voting entitlement of members. (Effective January 1, 2022.)Except as provided in the articles or bylaws, each member is entitled to one vote on each matter on which the articles or bylaws entitle the members of the class of members to which the member belongs to vote.[ 2021 c 176 § 2310.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.440 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.440 - Membership quorum and voting requirements.

RCW 24.03A.440 Membership quorum and voting requirements. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2311.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.445 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.445 - Differing quorum and voting requirements.

RCW 24.03A.445 Differing quorum and voting requirements. (Effective January 1, 2022.)(1) The articles or bylaws may provide for a higher or lower quorum or higher voting requirement for members or voting groups of members than is provided for by this chapter, either generally or with respect to specific matters.(2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.[ 2021 c 176 § 2312.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.450 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.450 - Voting for directors.

RCW 24.03A.450 Voting for directors. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2313.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.455 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.455 - Acceptance of ballots, consents, waivers, or proxies.

RCW 24.03A.455 Acceptance of ballots, consents, waivers, or proxies. (Effective January 1, 2022.)(1) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, then the membership corporation if acting in good faith may accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.(2) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the name of its member, then the membership corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;(b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;(d) The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment; and(e) Two or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.(3) The membership corporation may reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.(4) The membership corporation and its officer or agent who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 24.03A.430(2) are not liable in damages to the member for the consequences of the acceptance or rejection.(5) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless the court determines otherwise.[ 2021 c 176 § 2314.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.460 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.460 - Inspectors of election.

RCW 24.03A.460 Inspectors of election. (Effective January 1, 2022.)(1) A membership corporation may appoint one or more inspectors to act at a meeting of members and make a report in the form of a record of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.(2) The inspectors must:(a) Ascertain the number of members and delegates, and their voting power;(b) Determine the members and delegates present at a meeting;(c) Determine the validity of proxies and ballots;(d) Count all votes; and(e) Determine the result.(3) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector.[ 2021 c 176 § 2315.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.465 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.465 - Action by voting groups.

RCW 24.03A.465 Action by voting groups. (Effective January 1, 2022.)(1) If this chapter, the articles, or the bylaws provide for voting by a single voting group on a matter, then action on that matter is taken when voted upon by that voting group as provided in RCW 24.03A.440 or 24.03A.475.(2) If this chapter, the articles, or the bylaws provide for voting by two or more voting groups on a matter, then action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RCW 24.03A.440 or 24.03A.475.[ 2021 c 176 § 2316.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.470 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.470 - Voting agreements.

RCW 24.03A.470 Voting agreements. (Effective January 1, 2022.)(1) If the articles or bylaws allow voting agreements, then two or more members may provide for the manner in which they will vote by executing an agreement in the form of a record for that purpose, to the extent allowed under the articles or bylaws.(2) A voting agreement is specifically enforceable if:(a) The voting agreement is allowed under the articles or bylaws; or(b) The effective date of the voting agreement is before January 1, 2022.(3) Notwithstanding subsection (2) of this section, no voting agreement is enforceable to the extent that enforcement of the agreement would violate the purposes of the membership corporation.[ 2021 c 176 § 2317.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.475 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.475 - Action without meeting by unanimous written consent.

RCW 24.03A.475 Action without meeting by unanimous written consent. (Effective January 1, 2022.)(1) Except as provided in the articles or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more consents in the form of a record bearing the date of execution and describing the action taken, executed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.(2) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to take action without a meeting is the date the first member executes the consent under subsection (1) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within sixty days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents executed by all members entitled to vote on the action are received by the corporation. A consent may be revoked by an executed notice in the form of a record to that effect received by the corporation before receipt by the corporation of unrevoked consents sufficient in number to take corporate action.(3) A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such.(4) If this chapter, the articles, or the bylaws require that prior notice of any proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, then the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least ten days before taking the action by consent. The notice must contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.[ 2021 c 176 § 2318.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.480 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.480 - Action without meeting by ballot.

RCW 24.03A.480 Action without meeting by ballot. (Effective January 1, 2022.)(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.(2) A ballot must:(a) Be in the form of a record;(b) Set forth each proposed action;(c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and(d) Provide an opportunity to vote for or against each other proposed action.(3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.(4) All requests for votes by ballot must:(a) Indicate the number of responses needed to meet the quorum requirements;(b) State the percentage of approvals necessary to approve each matter other than election of directors; and(c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member.(5) Except as provided in the articles or bylaws, a ballot may not be revoked.[ 2021 c 176 § 2319.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.485 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.485 - Procedure for remote meetings.

RCW 24.03A.485 Procedure for remote meetings. (Effective January 1, 2022.)When provided for in the articles or bylaws, meetings of the members held by remote communication must follow the provisions of RCW 24.03A.390 through 24.03A.480 to the greatest practicable extent.[ 2021 c 176 § 2320.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.490 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.490 - Board of directors—Authority.

RCW 24.03A.490 Board of directors—Authority. (Effective January 1, 2022.)(1) A nonprofit corporation shall have a board of directors.(2) All corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws.[ 2021 c 176 § 2401.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.495 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.495 - Standards of conduct for directors.

RCW 24.03A.495 Standards of conduct for directors. (Effective January 1, 2022.)(1) Each director, when discharging the duties of a director, shall act:(a) In good faith;(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(c) In a manner the director reasonably believes to be in the best interests of the nonprofit corporation.(2) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.(3) In discharging the duties of a director, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by:(a) One or more officers, employees, or volunteers of the nonprofit corporation whom the director reasonably believes to be reliable and competent in the functions performed or the matters presented;(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:(i) Within the particular person's professional or expert competence; or(ii) As to which the particular person merits confidence; or(c) A committee of the board of which the director is not a member, designated in accordance with provisions of the articles or bylaws, as to matters within its designated authority, if the director reasonably believes the committee merits confidence.(4) A director is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.[ 2021 c 176 § 2402.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.500 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.500 - Qualification of directors.

RCW 24.03A.500 Qualification of directors. (Effective January 1, 2022.)A director of a nonprofit corporation must be an individual. The articles or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles or bylaws so prescribe.[ 2021 c 176 § 2403.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.