reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03A.505 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.505 - Number of directors.

RCW 24.03A.505 Number of directors. (Effective January 1, 2022.)(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws.(2) The board of directors of any corporation shall consist of three or more directors if:(a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code;(b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or(c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code.(3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer.(4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors.(5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws.(6) A decrease in the number of directors may not shorten an incumbent director's term.[ 2021 c 176 § 2404.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.510 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.510 - Selection of directors.

RCW 24.03A.510 Selection of directors. (Effective January 1, 2022.)(1) The members of a membership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meetings of members, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.(2) The directors of a nonmembership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meeting of directors, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.[ 2021 c 176 § 2405.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.515 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.515 - Terms of directors, generally.

RCW 24.03A.515 Terms of directors, generally. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2406.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.520 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.520 - Staggered terms for directors.

RCW 24.03A.520 Staggered terms for directors. (Effective January 1, 2022.)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.[ 2021 c 176 § 2407.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.525 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.525 - Resignation of director.

RCW 24.03A.525 Resignation of director. (Effective January 1, 2022.)(1) A director may resign at any time by delivering an executed notice in the form of a record to the president, the secretary of the corporation, or another officer designated for that purpose in the articles or bylaws. A director may also resign by giving oral notice to the board at a meeting of the board.(2) A resignation is effective when the notice is delivered unless the notice specifies a later effective time.(3) If the resignation of a director of a charitable corporation results in the charitable corporation having no directors in office, then the resigning director shall notify the attorney general that the charitable corporation has no directors in office. Such notice must be in the form of a record delivered to the attorney general within ten calendar days after the effective date of the director's resignation.[ 2021 c 176 § 2408.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.535 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.535 - Vacancy on board of directors.

RCW 24.03A.535 Vacancy on board of directors. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2410.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.545 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.545 - Compensation of directors.

RCW 24.03A.545 Compensation of directors. (Effective January 1, 2022.)Unless the articles or bylaws provide otherwise, the board may fix the compensation of directors.[ 2021 c 176 § 2412.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.550 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.550 - Meetings of the board.

RCW 24.03A.550 Meetings of the board. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2501.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.555 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.555 - Notice of board meetings.

RCW 24.03A.555 Notice of board meetings. (Effective January 1, 2022.)(1) Regular meetings of the board may be held with or without notice as prescribed in the articles or bylaws, unless notice is required by RCW 24.03A.530(2) or other provisions of this chapter.(2) Unless the articles or bylaws provide for a longer or shorter period, special meetings of the board must be preceded by at least forty-eight hours' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting, except as required by RCW 24.03A.530(2), other provisions of this chapter, or the articles or bylaws.(3) Unless the articles or bylaws provide otherwise, the president, the secretary, or twenty percent of the directors then in office may call and give, or cause to be given, notice of a meeting of the board.(4) Oral notice of meetings of the board may be given, unless oral notice is not permitted by a corporation's articles or bylaws.[ 2021 c 176 § 2502.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.560 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.560 - Waiver of notice.

RCW 24.03A.560 Waiver of notice. (Effective January 1, 2022.)(1) A director may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in the form of a record, executed by the director entitled to the notice, and filed with the minutes or corporate records.(2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.[ 2021 c 176 § 2503.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.565 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.565 - Board quorum and voting requirements.

RCW 24.03A.565 Board quorum and voting requirements. (Effective January 1, 2022.)(1) Except as provided in subsection (2) or (3) of this section, the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins.(2) The articles or bylaws may authorize a quorum of the board to consist of no fewer than one-third of the number of directors in office.(3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age.(4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter.(5) No proxy for a director, however appointed, may:(a) Participate in any vote of the board or of any board committee;(b) Be counted for the purpose of determining whether a quorum is present at a meeting; or(c) Execute any written consent on behalf of the director.(6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless:(a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting;(b) The director dissents or abstains from the action; or(c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting.(7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.[ 2021 c 176 § 2504.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.570 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.570 - Action without meeting by unanimous written consent.

RCW 24.03A.570 Action without meeting by unanimous written consent. (Effective January 1, 2022.)(1) Unless the articles or bylaws prohibit action without a meeting, action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation.(2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where:(a) The board has determined that:(i) The corporation is entering into the transaction for its own benefit; and(ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent;(b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and(c) All of the noninterested directors approve the action.(3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors.(4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.[ 2021 c 176 § 2505.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.580 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.580 - Procedure for remote meetings.

RCW 24.03A.580 Procedure for remote meetings. (Effective January 1, 2022.)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.[ 2021 c 176 § 2507.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.585 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.585 - Officers—Duties.

RCW 24.03A.585 Officers—Duties. (Effective January 1, 2022.)(1) The officers of a nonprofit corporation consist of a president, secretary, and treasurer, and other officers as may be authorized by the articles, the bylaws, or the board.(2) Unless the articles or bylaws provide otherwise, the board shall elect or appoint all officers annually, and officers shall serve until their respective successors have been elected or appointed or until their earlier removal or resignation.(3) The same individual may simultaneously hold more than one office in a nonprofit corporation, except that the same individual may not hold the offices of president and secretary.(4) Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board or by direction of an officer authorized by the board to prescribe the duties of other officers.[ 2021 c 176 § 2601.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.590 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.590 - Standards of conduct for officers.

RCW 24.03A.590 Standards of conduct for officers. (Effective January 1, 2022.)(1) An officer with discretionary authority shall discharge his or her duties under that authority:(a) In good faith;(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and(c) In a manner the officer reasonably believes to be in the best interests of the corporation.(2) The duty of an officer includes the obligation to convey to his or her superior officer, the board, a board committee, or another appropriate person within the nonprofit corporation:(a) Information about the affairs of the nonprofit corporation within the scope of the officer's functions, and known to the officer to be material to the superior officer, board, or committee thereof; and(b) Information regarding any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, director, employee, agent, or vendor of the corporation, that the officer believes has occurred or is likely to occur.(3) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(a) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:(i) Within the particular person's professional or expert competence; or(ii) As to which the particular person merits confidence.(4) An officer is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.[ 2021 c 176 § 2602.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.595 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.595 - Resignation and removal of officers.

RCW 24.03A.595 Resignation and removal of officers. (Effective January 1, 2022.)(1) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, then the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.(2) Except as provided in the articles or bylaws, an officer may be removed at any time with or without cause by:(a) The board;(b) The officer who appointed the officer being removed, unless the board provides otherwise; or(c) Any other officer authorized by the articles, the bylaws, or the board to remove the officer being removed.(3) In this section, "appointing officer" means the officer, including any successor to that officer who appointed the officer resigning or being removed.[ 2021 c 176 § 2603.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.600 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.600 - Contract rights of officers.

RCW 24.03A.600 Contract rights of officers. (Effective January 1, 2022.)(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.[ 2021 c 176 § 2604.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.