reglab/housing_qa huggingface dataset:
WA Rev Code § 24.06.130 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.130 - Number and election of directors.

RCW 24.06.130 Number and election of directors.The number of directors of a corporation shall be not less than three and shall be fixed by the bylaws: PROVIDED, That the number of the first board of directors shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.[ 2011 c 336 § 665; 1969 ex.s. c 120 § 26.]
WA Rev Code § 24.06.135 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.135 - Vacancies.

RCW 24.06.135 Vacancies.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.[ 2011 c 336 § 666; 1969 ex.s. c 120 § 27.]
WA Rev Code § 24.06.140 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.140 - Quorum of directors.

RCW 24.06.140 Quorum of directors.A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws: PROVIDED, That a quorum shall never consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.[ 1969 ex.s. c 120 § 28.]
WA Rev Code § 24.06.145 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.145 - Committees.

RCW 24.06.145 Committees.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:(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.[ 2011 c 336 § 667; 1969 ex.s. c 120 § 29.]
WA Rev Code § 24.06.150 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.150 - Directors' meetings.

RCW 24.06.150 Directors' meetings.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.[ 2001 c 271 § 8; 1969 ex.s. c 120 § 30.]
WA Rev Code § 24.06.153 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.153 - Duties of director or officer—Standards—Liability.

RCW 24.06.153 Duties of director or officer—Standards—Liability.(1) A director shall discharge the duties of a director, including duties as a member of a committee, and an officer with discretionary authority shall discharge the officer's 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 director or officer reasonably believes to be in the best interests of the corporation.(2) In discharging the duties of a director or an officer, a director or officer is entitled to 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 corporation whom the director or officer reasonably believes to be reliable and competent in the matters presented; or(b) Legal counsel, public accountants, or other persons as to matters the director or officer reasonably believes are within the person's professional or expert competence.In addition, a director is entitled to rely on a committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.(3) A director or an officer is not acting in good faith if the director or officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.(4) A director or officer is not liable for any action taken as a director or as an officer, or any failure to take any action, if the director or officer performed the duties of the director's or officer's office in compliance with this section.[ 2001 c 271 § 9.]
WA Rev Code § 24.06.155 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.155 - Officers.

RCW 24.06.155 Officers.The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding three years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any two or more offices may be held by the same person, except the offices of president and secretary.The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be ex officio members of the board of directors.The officers of a corporation may be designated by such additional titles as may be provided in the articles of incorporation or the bylaws.[ 1969 ex.s. c 120 § 31.]
WA Rev Code § 24.06.160 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.160 - Books and records.

RCW 24.06.160 Books and records.Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of directors, and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in this state a record of the names and addresses of its members and shareholders entitled to vote. All books and records of a corporation may be inspected by any member or shareholder, or his or her agent or attorney, for any proper purpose at any reasonable time.[ 2011 c 336 § 668; 1969 ex.s. c 120 § 32.]
WA Rev Code § 24.06.165 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.165 - Loans to directors or officers.

RCW 24.06.165 Loans to directors or officers.No loans exceeding or more favorable than those which are customarily made to members or shareholders 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 in violation of this section 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.[ 1969 ex.s. c 120 § 33.]
WA Rev Code § 24.06.175 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.175 - Effect of filing of articles of incorporation.

RCW 24.06.175 Effect of filing of articles of incorporation.Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in a proceeding to cancel or revoke the certificate of incorporation, be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter.[ 1982 c 35 § 129; 1969 ex.s. c 120 § 35.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.
WA Rev Code § 24.06.180 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.180 - Organization meeting.

RCW 24.06.180 Organization meeting.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 incorporators, for the purpose of adopting bylaws, electing officers and the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least three days' notice thereof by mail to each director so named, which notice shall state the time and place of the meeting.A first meeting of the members and shareholders may be held at the call of the directors, or a majority of them, upon at least three days' notice, for such purposes as shall be stated in the notice of the meeting.[ 1969 ex.s. c 120 § 36.]
WA Rev Code § 24.06.185 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.185 - Right to amend articles of incorporation.

RCW 24.06.185 Right to amend articles of incorporation.A corporation may amend its articles of incorporation from time to time in any and as many respects as may be desired, so long as its articles of incorporation as amended contain only such provisions as are lawful under this chapter. A member or shareholder of a corporation does not have a vested property right resulting from any provision in the articles of incorporation.[ 2001 c 271 § 10; 1969 ex.s. c 120 § 37.]
WA Rev Code § 24.06.190 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.190 - Procedure to amend articles of incorporation.

RCW 24.06.190 Procedure to amend articles of incorporation.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.[ 2001 c 271 § 11; 2000 c 167 § 6; 1969 ex.s. c 120 § 38.]
WA Rev Code § 24.06.195 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.195 - Articles of amendment.

RCW 24.06.195 Articles of amendment.The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth:(1) The name of the corporation.(2) Any amendment so adopted.(3) If an amendment was adopted by the board of directors without being submitted for member or shareholder action, a statement to that effect and that member or shareholder action was not required; or a statement setting forth the date of the meeting of members and shareholders at which the amendment was adopted, that a quorum was present at such meeting, and that such amendment received at least two-thirds of the votes which members or shareholders of the corporation, and of each class entitled to vote thereon as a class, present at such meeting in person, by mail, by electronic transmission, or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members and shareholders entitled to vote with respect thereto.[ 2001 c 271 § 12; 2000 c 167 § 7; 1982 c 35 § 130; 1981 c 302 § 6; 1969 ex.s. c 120 § 39.]NOTES:Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.Severability—1981 c 302: See note following RCW 19.76.100.
WA Rev Code § 24.06.200 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.200 - Filing of articles of amendment—Procedure.

RCW 24.06.200 Filing of articles of amendment—Procedure.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 § 4110; 1982 c 35 § 131; 1981 c 302 § 7; 1969 ex.s. c 120 § 40.]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.Severability—1981 c 302: See note following RCW 19.76.100.
WA Rev Code § 24.06.205 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.205 - When amendment becomes effective—Existing actions and rights not affected.

RCW 24.06.205 When amendment becomes effective—Existing actions and rights not affected.Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective as provided in RCW 23.95.210 and the articles of incorporation shall be deemed to be amended accordingly.No amendment shall affect any existing cause of action in favor of or against such corporation, nor any pending action to which such corporation shall be a party, nor the existing rights of persons other than members; and, in the event the corporate name shall be changed by amendment, no action brought by or against such corporation under its former name shall abate for that reason.[ 2015 c 176 § 4111; 1982 c 35 § 132; 1969 ex.s. c 120 § 41.]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 § 24.06.207 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.207 - Restated articles of incorporation.

RCW 24.06.207 Restated articles of incorporation.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.[ 2015 c 176 § 4112; 1982 c 35 § 133.]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 § 24.06.210 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.210 - Procedure for merger.

RCW 24.06.210 Procedure for merger.Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.Each corporation shall adopt a plan of merger setting forth:(1) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation.(2) The terms and conditions of the proposed merger.(3) A statement of any changes in the articles of incorporation of the surviving corporation to be effected by such merger.(4) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.[ 1969 ex.s. c 120 § 42.]
WA Rev Code § 24.06.215 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.|24.06.215 - Procedure for consolidation.

RCW 24.06.215 Procedure for consolidation.Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.Each corporation shall adopt a plan of consolidation setting forth:(1) The names of the corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation.(2) The terms and conditions of the proposed consolidation.(3) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter.(4) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.[ 1969 ex.s. c 120 § 43.]