reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03A.135 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.135 - Power to modify purposes.

RCW 24.03A.135 Power to modify purposes. (Effective January 1, 2022.)(1) Unless otherwise prohibited by its articles or bylaws, a nonprofit corporation, including a charitable corporation, may modify its purposes by:(a) Amending its articles or bylaws in accordance with this chapter and with those documents; and(b) Making provision for any gift restrictions as defined in RCW 24.03A.185, either by ensuring continued adherence to those restrictions or by obtaining modification as provided in RCW 24.03A.190.(2) A decision to modify the corporation's purposes is subject to judicial review only with respect to violations of this chapter or other applicable law.[ 2021 c 176 § 1402.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.140 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.140 - General powers.

RCW 24.03A.140 General powers. (Effective January 1, 2022.)Unless its articles provide otherwise, every nonprofit corporation has perpetual duration and has the same powers as an individual to do all things necessary or convenient to carry out its affairs including, without limitation, power to:(1) Sue and be sued, complain[,] and defend in its corporate name;(2) Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;(3) Make and amend bylaws and policies, not inconsistent with its articles or with the laws of this state, for managing and regulating the affairs of the corporation;(4) Purchase, receive, lease, or otherwise acquire, and own, hold, improve, use, and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;(5) Sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;(6) Purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;(7) Make contracts; make guarantees that may reasonably be expected to benefit, directly or indirectly, the guarantor corporation; incur liabilities; borrow money; issue notes, bonds, and other obligations; and secure any of its obligations by mortgage or pledge of any of its property or income;(8) Lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment, except as limited by RCW 24.03A.605;(9) Be a promoter, partner, shareholder, member, trustee, associate, or manager of any partnership, joint venture, trust, or other entity;(10) Conduct its activities, locate offices, and exercise the powers granted by this chapter within or without this state;(11) Elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit, except as limited by RCW 24.03A.605 and 24.03A.610;(12) Pay pensions and establish pension plans, pension trusts, and benefit or incentive plans for any or all of its current or former directors, officers, employees, and agents, except as limited by RCW 24.03A.610;(13) Make donations for charitable purposes;(14) Impose dues, assessments, admission, and transfer fees on its members;(15) Establish conditions for admission or removal of members, admit or remove members, and issue memberships;(16) Carry on a business, and, subject to the requirements of RCW 24.03A.155 and 24.03A.610, make net profits and accumulate reserves; and(17) Make payments or donations, or do any other acts, not inconsistent with law, that further the purposes, activities, and affairs of the corporation.[ 2021 c 176 § 1403.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.145 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.145 - Emergency powers.

RCW 24.03A.145 Emergency powers. (Effective January 1, 2022.)(1) For purposes of this section, an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited normal functions in daily living including communications and travel.(2) In anticipation of and for the duration of an emergency, the board of a nonprofit corporation may:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and(b) Take those actions necessary to preserve the corporation and ensure that it acts in accordance with its purposes.(3) During an emergency, unless the articles or bylaws provide otherwise:(a) Notice of a meeting of the board need be given only to those directors it is practicable to reach and may be given in any practicable manner;(b) The quorum required under RCW 24.03A.565 or the articles or bylaws need not be established at such a meeting; and(c) One or more officers of the nonprofit corporation present at a meeting of the board may be deemed to be directors for purposes of the meeting.(4) In anticipation of and for the duration of an emergency, any meeting of the membership or of the board of directors may be conducted through one or more means of remote communication through which members or directors not physically present may simultaneously participate with each other during the meeting, notwithstanding any provision of the articles or bylaws that provides otherwise. A member or director participating in a meeting through such means in anticipation of and for the duration of an emergency is considered present in person at the meeting.(5) Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the nonprofit corporation:(a) Binds the corporation; and(b) May not be used to impose liability on a director, officer, employee, or agent.[ 2021 c 176 § 1404.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.150 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.150 - Ultra vires action.

RCW 24.03A.150 Ultra vires action. (Effective January 1, 2022.)(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act.(2) The power of a nonprofit corporation to act may be challenged:(a) In a proceeding by the corporation, directly or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or(b) In a proceeding by the attorney general under RCW 24.03A.936.[ 2021 c 176 § 1405.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.155 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.155 - Distributions prohibited.

RCW 24.03A.155 Distributions prohibited. (Effective January 1, 2022.)(1) A nonprofit corporation shall not distribute any property held for charitable purposes to its members, directors, officers, or other persons who are in a position to exercise substantial influence over the affairs of the corporation, except:(a) As permitted under RCW 24.03A.160;(b) To another entity that is a charitable corporation or is organized and operated exclusively for one or more charitable purposes; or(c) To the federal government, a tribal government, or a state or local government for a public purpose.(2) A nonprofit corporation shall not pay dividends or make distributions of any part of its assets, income, or profits to its members, directors, officers, or other persons who are in a position to exercise substantial influence over the affairs of the corporation, except as permitted under:(a) Subsection (1)(b) or (c) of this section;(b) Subsection (3) of this section;(c) RCW 24.03A.160; or(d) RCW 24.03A.906.(3) A nonprofit corporation other than a charitable corporation may confer benefits upon or make transfers to members or nonmembers in conformity with its purposes, repurchase its memberships only to the extent provided in RCW 24.03A.380, or repay capital contributions, subject to the following conditions:(a) Property held for charitable purposes may not be used to confer benefits upon or make transfers to members or nonmembers, repurchase memberships, or repay capital contributions;(b) The nonprofit corporation may not be insolvent, and conferral of benefits, making of transfers, repurchase of memberships, or repayment of capital contributions shall not render the corporation insolvent or unable to carry out its purposes; and(c) The fair value of the corporation's assets remaining after the conferring of benefits, making of transfers, repurchase, or repayment must be sufficient to meet the corporation's liabilities.[ 2021 c 176 § 1406.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.160 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.160 - Reasonable compensation permitted.

RCW 24.03A.160 Reasonable compensation permitted. (Effective January 1, 2022.)A nonprofit corporation, including a charitable corporation, may pay reasonable compensation to members, directors, or officers for services rendered, or reimburse reasonable expenses incurred by members, directors, or officers in connection with services rendered.[ 2021 c 176 § 1407.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.165 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.165 - Property held for charitable purposes.

RCW 24.03A.165 Property held for charitable purposes. (Effective January 1, 2022.)(1) Property owned by a nonprofit corporation is held for charitable purposes if:(a) The corporation is a charitable corporation;(b) The property is subject to restrictions contained in a gift instrument that limit its use only to one or more charitable purposes; or(c) The property is subject to restrictions contained in the corporation's articles, bylaws, or any record adopted by the corporation's board, or to other limitations in the form of a record, that limit its use only to one or more charitable purposes.(2) In no event may property held for charitable purposes be distributed in a manner inconsistent with RCW 24.03A.155, 24.03A.900, or 24.03A.906.[ 2021 c 176 § 1408.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.170 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.170 - Debt and security interests.

RCW 24.03A.170 Debt and security interests. (Effective January 1, 2022.)(1) A nonprofit corporation shall not issue bonds or other evidences of indebtedness except for cash or other property, tangible or intangible, or labor or services actually received by or performed for the corporation or for its benefit or in its formation or reorganization, or a combination thereof.(2) The board may authorize a mortgage or pledge of, or the creation of a security interest in, all or any part of the property of the nonprofit corporation, or any interest therein. Unless otherwise provided in the articles or bylaws, the vote or consent of the members is not required to make effective such an action by the board.[ 2021 c 176 § 1409.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.175 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.175 - Private foundations.

RCW 24.03A.175 Private foundations. (Effective January 1, 2022.)(1) Except as provided in subsection (2) of this section, a nonprofit corporation that is a private foundation as defined in section 509(a) of the internal revenue code shall:(a) Distribute sufficient amounts for each taxable year at a time and in a manner so as not to subject the corporation to tax under section 4942 of the internal revenue code;(b) Not engage in any act of self-dealing as defined in section 4941(d) of the internal revenue code;(c) Not retain any excess business holdings as defined in section 4943(c) of the internal revenue code;(d) Not make any investments in a manner that subjects the corporation to tax under section 4944 of the internal revenue code; and(e) Not make any taxable expenditures as defined in section 4945(d) of the internal revenue code.(2) Subsection (1) of this section does not apply to a nonprofit corporation incorporated before January 1, 1970, that has been properly relieved from the requirements of section 508(e)(1) of the internal revenue code by a timely judicial proceeding.[ 2021 c 176 § 1410.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.180 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.180 - Unrestricted gifts.

RCW 24.03A.180 Unrestricted gifts. (Effective January 1, 2022.)Giving a gift to a nonprofit corporation, including a charitable corporation, without a gift instrument transfers complete ownership of the gift to the nonprofit corporation. A restricted gift to a nonprofit corporation is created only by a gift instrument.[ 2021 c 176 § 1501.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.185 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.185 - Restricted gifts.

RCW 24.03A.185 Restricted gifts. (Effective January 1, 2022.)(1) This section distinguishes between:(a) Enforceable trusts held by a nonprofit corporation, including a charitable corporation, governed under chapter 11.110 RCW; and(b) Gift restrictions whose terms may be enforced and are subject to modification under this chapter or other applicable law.(2) A gift to a nonprofit corporation, including a charitable corporation, does not create a charitable trust unless:(a) The donor expresses an intent to create a charitable trust; and(b) The trustee, which may be a charitable corporation, agrees in the form of a record to act as trustee of that trust according to its terms.(3) Giving a gift to a nonprofit corporation, including a charitable corporation, that is: (a) Accepted by the corporation; (b) not in trust; and (c) subject to material restrictions or requirements contained in a gift instrument transfers complete ownership to the nonprofit corporation. The nonprofit corporation is bound by the material restrictions or requirements contained in the gift instrument.(4) A nonprofit corporation complies with a term contained in a gift instrument if the nonprofit corporation reasonably complies with all material restrictions or requirements contained in the term, or, when appropriate under the facts and circumstances, seeks modification in accordance with RCW 24.03A.190.(5) If the nonprofit corporation fails to comply with any material restriction or requirement contained in a gift instrument and fails to seek a modification in accordance with RCW 24.03A.190, then the attorney general may bring a proceeding to enforce the terms of the gift instrument.[ 2021 c 176 § 1502.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.190 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.190 - Modification or release of gift restrictions.

RCW 24.03A.190 Modification or release of gift restrictions. (Effective January 1, 2022.)(1) A term of a gift instrument that binds a nonprofit corporation may be modified or released, in whole or in part:(a) If the donor consents in a record;(b) As set forth in subsection (2) of this section, if the term is unlawful, impracticable, impossible to achieve, or wasteful;(c) For gift instruments limiting the use of property to one or more charitable purposes, through a binding agreement executed by the nonprofit corporation, the attorney general, and other interested parties, and filed with or approved by the court in accordance with RCW 24.03A.195;(d) By approval of the court in accordance with RCW 24.03A.200; or(e) As provided by other applicable law including, but not limited to, chapter 24.55 RCW.(2) If a nonprofit corporation, including a charitable corporation, determines that a restriction contained in a gift instrument on the management, investment, or purpose of a gift is unlawful, impracticable, impossible to achieve, or wasteful, then the nonprofit corporation, sixty days after notification to the attorney general, may modify the restriction, in whole or part, if:(a) The gift subject to the restriction has a total value consistent with RCW 24.55.045(4)(a) or any successor provision;(b) More than twenty years have elapsed since the gift was given; and(c) The nonprofit corporation uses the gift in a manner consistent with any charitable purposes expressed in the gift instrument.(3) Application of RCW 24.03A.180 through 24.03A.205 to existing gifts:(a) Before January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to gifts existing on December 31, 2021, only if the nonprofit corporation's board elects to apply RCW 24.03A.180 through 24.03A.205 to existing gifts before January 1, 2023.(b) On or after January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to all gifts.(c) As applied to gifts existing on December 31, 2021, RCW 24.03A.180 through 24.03A.205 govern only decisions made or actions taken on or after January 1, 2023, except that in the case of a nonprofit corporation that makes the election under (a) of this subsection RCW 24.03A.180 through 24.03A.205 govern decisions made or actions taken on or after the date the nonprofit corporation elects to be covered by RCW 24.03A.180 through 24.03A.205.[ 2021 c 176 § 1503.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.200 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.200 - Judicial modification or release of restrictions.

RCW 24.03A.200 Judicial modification or release of restrictions. (Effective January 1, 2022.)(1) Upon application by a corporation subject to a restriction related to a gift's management or investment, rather than to its charitable purpose, the court may modify the restriction if:(a) Because of circumstances not anticipated by the donor, modification will further the charitable purpose of the gift;(b) Enforcement of the restriction has become impracticable or wasteful; or(c) Enforcement of the restriction impairs the management or investment of the gift.(2) Upon application by a corporation subject to a restriction on the use of a gift relating to the charitable purpose of the gift, rather than its management or investment, the court may modify the restriction if the purpose becomes unlawful, impracticable, impossible to achieve, or wasteful.(3) If the gift instrument provides for a forfeiture or gift-over to an alternative beneficiary, then the court may modify one or more restrictions under the procedure set out in subsection (1) of this section if a management or investment provision fails. The court may not, however, modify any restriction under the procedure set out in subsection (2) of this section to defeat the interest of an alternate beneficiary unless the beneficiary would also be subject to, and unable to perform, the term requiring modification. The alternative beneficiary is entitled to notice and may participate in the determination of whether to grant modification.(4) Any modification made by the court must, to the extent possible, be made in a manner consistent with the charitable purposes as expressed in the gift instrument.(5) A nonprofit corporation shall notify the attorney general whenever it seeks to modify a charitable gift restriction under this section and the court shall offer the attorney general an opportunity to be heard.[ 2021 c 176 § 1505.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.205 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.205 - Charitable purpose survives.

RCW 24.03A.205 Charitable purpose survives. (Effective January 1, 2022.)Modification or release of a gift restriction shall not allow a gift to be used for a purpose other than a charitable purpose.[ 2021 c 176 § 1506.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.210 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.210 - Corporate records.

RCW 24.03A.210 Corporate records. (Effective January 1, 2022.)(1) A nonprofit corporation shall keep permanently a copy of the following records:(a) Minutes of all meetings of its members and of its board of directors;(b) A record of all actions taken by the members and board of directors by unanimous written consent; and(c) A record of all actions taken on behalf of the corporation by a committee of the board.(2) A nonprofit corporation shall keep a current copy of the following records:(a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect;(b) Its bylaws or restated bylaws and all amendments to them currently in effect;(c) All communications in the form of a record to members generally within the past six years, including the financial statements furnished for the past six years under RCW 24.03A.225;(d) A list of the names and business addresses of its current directors and officers; and(e) Its most recent annual report delivered to the secretary of state under RCW 24.03A.070.(3) A nonprofit corporation shall maintain appropriate accounting records.(4) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.(5) A nonprofit corporation shall maintain its records in written form or in any other form of a record.(6) All records required to be maintained by a nonprofit corporation may be maintained at any location within or without this state.[ 2021 c 176 § 1601.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.