reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03.115 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.115 - Committees.

RCW 24.03.115 Committees. (Effective until January 1, 2022.)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 two 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 amending, altering, or repealing the bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the corporation; amending the articles of incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, or exchange of all or substantially all of the property and assets of the corporation not in the ordinary course of business; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or 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any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee.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.[ 2011 c 336 § 656; 1986 c 240 § 20; 1967 c 235 § 24.]
WA Rev Code § 24.03.120 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.120 - Place and notice of directors' meetings.

RCW 24.03.120 Place and notice of directors' meetings. (Effective until January 1, 2022.)Meetings of the board of directors, regular or special, may be held either within or without this state.Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meeting of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member 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 or any committee designated by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws. If notice of regular or special meetings is provided by electronic transmission, it must satisfy the requirements of RCW 24.03.009.Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.[ 2004 c 265 § 13; 1986 c 240 § 21; 1967 c 235 § 25.]NOTES:Waiver of notice: RCW 24.03.460.
WA Rev Code § 24.03.125 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.125 - Officers.

RCW 24.03.125 Officers. (Effective until January 1, 2022.)The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, and a treasurer, each of whom shall be elected or appointed at such time and in such manner and for such terms as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the articles or bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary. Such other officers and assistant officers or agents as may be deemed necessary may be elected or appointed by the board of directors or chosen in such other manner as may be prescribed by the articles or bylaws.The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.[ 1986 c 240 § 22; 1967 c 235 § 26.]
WA Rev Code § 24.03.127 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.127 - Duties of a director.

RCW 24.03.127 Duties of a director. (Effective until January 1, 2022.)A director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner such director believes to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by:(1) One or more officers or employees of the corporation whom the director believes to be reliable and competent in the matter presented;(2) Counsel, public accountants, or other persons as to matters which the director believes to be within such person's professional or expert competence; or(3) A committee of the board upon which the director does not serve, duly designated in accordance with a provision in the articles of incorporation or bylaws, as to matters within its designated authority, which committee the director believes to merit confidence; so long as, in any such case, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause such reliance to be unwarranted.[ 1986 c 240 § 23.]
WA Rev Code § 24.03.130 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.130 - Removal of officers.

RCW 24.03.130 Removal of officers. (Effective until January 1, 2022.)Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment of an officer or agent shall not of itself create contract rights.[ 1967 c 235 § 27.]
WA Rev Code § 24.03.135 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.135 - Required documents in the form of a record—Inspection—Copying.

RCW 24.03.135 Required documents in the form of a record—Inspection—Copying. (Effective until January 1, 2022.)Each corporation shall keep at its registered office, its principal office in this state, or at its secretary's office if in this state, the following documents in the form of a record:(1) Current articles and bylaws;(2) A list of members, including names, addresses, and classes of membership, if any;(3) Correct and adequate statements of accounts and finances;(4) A list of officers' and directors' names and addresses;(5) Minutes of the proceedings of the members, if any, the board, and any minutes which may be maintained by committees of the board.The corporate records shall be open at any reasonable time to inspection by any member of more than three months standing or a representative of more than five percent of the membership.Cost of inspecting or copying shall be borne by such member except for costs for copies of articles or bylaws. Any such member must have a purpose for inspection reasonably related to membership interests. Use or sale of members' lists by such member if obtained by inspection is prohibited.The superior court of the corporation's or such member's residence may order inspection and may appoint independent inspectors. Such member shall pay inspection costs unless the court orders otherwise.[ 2004 c 265 § 14; 1986 c 240 § 24; 1967 c 235 § 28.]
WA Rev Code § 24.03.140 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.140 - Loans to directors and officers prohibited.

RCW 24.03.140 Loans to directors and officers prohibited. (Effective until January 1, 2022.)No loans shall be made by a corporation to its directors or officers. The directors of a corporation who vote for or assent to the making of a loan to a director or officer of the corporation, and any officer or officers participating in the making of such loan, shall be jointly and severally liable to the corporation for the amount of such loan until the repayment thereof.[ 1967 c 235 § 29.]
WA Rev Code § 24.03.145 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.145 - Filing of articles of incorporation.

RCW 24.03.145 Filing of articles of incorporation. (Effective until January 1, 2022.)The articles of incorporation shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 § 3110; 2002 c 74 § 7; 1982 c 35 § 83; 1967 c 235 § 30.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Captions not law—2002 c 74: See note following RCW 19.09.020.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.150 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.150 - Effect of filing the articles of incorporation.

RCW 24.03.150 Effect of filing the articles of incorporation. (Effective until January 1, 2022.)Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against the state in a proceeding to cancel or revoke the certificate of incorporation or for involuntary or administrative dissolution.[ 1986 c 240 § 25; 1982 c 35 § 84; 1967 c 235 § 31.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.155 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.155 - Organization meetings.

RCW 24.03.155 Organization meetings. (Effective until January 1, 2022.)After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The directors calling the meeting shall give at least three days' notice thereof by mail, facsimile transmission, or electronic transmission to each director so named, which notice shall be in the form of a record and shall state the time and place of the meeting. If notice is provided by electronic transmission, it must satisfy the requirements of RCW 24.03.009. Any action permitted to be taken at the organization meeting of the directors may be taken without a meeting if each director executes a record stating the action so taken.[ 2004 c 265 § 15; 1986 c 240 § 26; 1967 c 235 § 32.]
WA Rev Code § 24.03.160 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.160 - Right to amend articles of incorporation.

RCW 24.03.160 Right to amend articles of incorporation. (Effective until January 1, 2022.)A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter.[ 1967 c 235 § 33.]
WA Rev Code § 24.03.165 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.165 - Procedure to amend articles of incorporation.

RCW 24.03.165 Procedure to amend articles of incorporation. (Effective until January 1, 2022.)Amendments to the articles of incorporation shall be made in the following manner:(1) Where there are members having voting rights, with regard to the question, 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 having voting rights, which may be either an annual or a special meeting. Notice in the form of a record setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member 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. The proposed amendment shall be adopted upon receiving at least two-thirds of the votes which members present at such meeting or represented by proxy are entitled to cast.(2) Where there are no members, or no members having voting rights, with regard to the question, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.Any number of amendments may be submitted and voted upon at any one meeting.[ 2004 c 265 § 16; 1986 c 240 § 27; 1967 c 235 § 34.]
WA Rev Code § 24.03.170 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.170 - Articles of amendment.

RCW 24.03.170 Articles of amendment. (Effective until January 1, 2022.)The articles of amendment shall be executed by the corporation by an officer of the corporation, and shall set forth:(1) The name of the corporation.(2) The amendment so adopted.(3) Where there are members having voting rights, (a) a statement setting forth the date of the meeting of members at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members present at such meeting or represented by proxy were entitled to cast, or (b) a statement that such amendment was adopted by a consent in the form of a record executed by all members entitled to vote with respect thereto.(4) Where there are no members, or no members having voting rights, a statement of such fact, the date of the meeting of the board of directors at which the amendment was adopted, and a statement of the fact that such amendment received the vote of a majority of the directors in office.[ 2004 c 265 § 17; 1982 c 35 § 85; 1967 c 235 § 35.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.175 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.175 - Filing of articles of amendment.

RCW 24.03.175 Filing of articles of amendment. (Effective until January 1, 2022.)The articles of amendment shall be delivered to the secretary of state for filing in accordance with Article 2 of chapter 23.95 RCW.[ 2015 c 176 § 3111; 2002 c 74 § 8; 1982 c 35 § 86; 1967 c 235 § 36.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Captions not law—2002 c 74: See note following RCW 19.09.020.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.Fees: RCW 24.03.405.
WA Rev Code § 24.03.180 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.180 - Effect of filing of articles of amendment.

RCW 24.03.180 Effect of filing of articles of amendment. (Effective until January 1, 2022.)Articles of amendment are effective as provided in RCW 23.95.210 and may state a delayed effective date in accordance with RCW 23.95.210.No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending action to which such corporation shall be a party, or the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.[ 2015 c 176 § 3112; 1986 c 240 § 28; 1982 c 35 § 87; 1967 c 235 § 37.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.183 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.183 - Restated articles of incorporation.

RCW 24.03.183 Restated articles of incorporation. (Effective until January 1, 2022.)A domestic corporation may at any time restate its articles of incorporation by a resolution adopted by the board of directors. A corporation may amend and restate in one resolution, but may not present the amendments and restatement for filing by the secretary in a single record. Separate articles of amendment, under RCW 24.03.165 and articles of restatement, under this section, must be presented notwithstanding the corporation's adoption of a single resolution of amendment and restatement.Upon the adoption of the resolution, restated articles of incorporation shall be executed by the corporation by one of its officers. The restated articles shall set forth all of the operative provisions of the articles of incorporation together with a statement that the restated articles of incorporation correctly set forth without change the provisions of the articles of incorporation as 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 and shall supersede the original articles of incorporation and all amendments thereto.[ 2015 c 176 § 3113; 2004 c 265 § 18; 2002 c 74 § 9; 1986 c 240 § 29; 1982 c 35 § 88.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.Captions not law—2002 c 74: See note following RCW 19.09.020.Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.03.185 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.185 - Procedure for merger.

RCW 24.03.185 Procedure for merger. (Effective until January 1, 2022.)Any two or more domestic corporations subject to this chapter may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.Each corporation shall adopt a plan of merger setting forth:(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.(2) The terms and conditions of the proposed merger.(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.(4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.[ 1986 c 240 § 30; 1967 c 235 § 38.]
WA Rev Code § 24.03.190 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.190 - Procedure for consolidation.

RCW 24.03.190 Procedure for consolidation. (Effective until January 1, 2022.)Any two or more domestic corporations subject to this chapter may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.Each corporation shall adopt a plan of consolidation setting forth:(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.(2) The terms and conditions of the proposed consolidation.(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.[ 1986 c 240 § 31; 1967 c 235 § 39.]
WA Rev Code § 24.03.195 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03 - Washington Nonprofit Corporation Act.|24.03.195 - Approval of merger or consolidation.

RCW 24.03.195 Approval of merger or consolidation. (Effective until January 1, 2022.)A plan of merger or consolidation shall be adopted in the following manner:(1) Where the members of any merging or consolidating corporation have voting rights with regard to the question, 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 having voting rights, which may be either an annual or a special meeting. Notice in the form of a record setting forth the proposed plan or a summary thereof shall be given to each member 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. The proposed plan shall be adopted upon receiving at least two-thirds of the votes which members present at each such meeting or represented by proxy are entitled to cast.(2) Where any merging or consolidating corporation has no members, or no members having voting rights with regard to the question, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.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.[ 2004 c 265 § 19; 1986 c 240 § 32; 1967 c 235 § 40.]