reglab/housing_qa huggingface dataset:
WA Rev Code § 24.03A.605 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.605 - Loans or guarantees.

RCW 24.03A.605 Loans or guarantees. (Effective January 1, 2022.)(1) A nonprofit corporation may not lend money to, advance credit to, or guarantee the obligation of a director or officer of the corporation.(2) Subsection (1) of this section does not apply to:(a) An advance to pay reimbursable expenses reasonably expected to be incurred within a time period that is reasonable under the circumstances by a director or officer;(b) Advances pursuant to RCW 24.03A.630;(c) Loans or advances pursuant to employee benefit plans; or(d) A loan to pay reasonable relocation expenses of an officer.(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.(4) The directors who vote for or assent to any loan, advance, or guarantee in violation of subsection (1) of this section, and any officer materially participating in the making of such a loan, advance, or guarantee, are personally liable on a joint and several basis to the nonprofit corporation on the loan, advance, or guarantee. Liability under this subsection terminates upon the repayment of any funds advanced by the nonprofit corporation in violation of subsection (1) of this section or, if no funds have been advanced under a guarantee, upon the termination of the guarantee.(5) A director or officer held liable under subsection (4) of this section for any unlawful loan or guarantee is entitled to contribution from every other director or officer who could be held liable under subsection (4) of this section for the unlawful loan or guarantee.(6) A proceeding to enforce contribution or recoupment under subsection (5) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (4) of this section.[ 2021 c 176 § 2701.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.610 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.610 - Liability for unlawful distributions.

RCW 24.03A.610 Liability for unlawful distributions. (Effective January 1, 2022.)(1) A director or officer is personally liable to the nonprofit corporation for the amount of any distribution that exceeds the amount the corporation could have distributed without violating RCW 24.03A.155 if:(a) The nature or amount of the distribution was material to the interests of the corporation for any reason under all of the facts and circumstances including, but not limited to, federal excise tax liability or federal tax penalties imposed on the corporation as a result of the distribution;(b) The director or officer voted for or assented to that distribution as a director, or participated beyond the level of a ministerial function in making that distribution as an officer; and(c) The party asserting liability establishes that, when taking the action, the director or officer violated the standard of conduct set forth in subsection (2) of this section.(2) A director or officer may be held liable under this section:(a) For a distribution by a charitable corporation, or a distribution of assets held for charitable purposes, if the director did not comply with RCW 24.03A.495 or the officer did not comply with RCW 24.03A.590; or(b) If the conduct of the director or officer with respect to the distribution constitutes gross negligence.(3) A director or officer held liable under this section for an unlawful distribution is entitled to:(a) Contribution from every other director or officer who could be held liable under this section for the unlawful distribution; and(b) Recoupment from each person of the pro rata portion of the amount of the unlawful distribution the person received:(i) Whether or not the person knew the distribution was made in violation of this chapter, for a distribution by a charitable corporation or of property held for charitable purposes; or(ii) Knowing the distribution was made in violation of this chapter, for a distribution of property not held for charitable purposes.(4) A proceeding to enforce:(a) The liability of a director or officer under this section is barred, unless it is commenced within three years after the date on which the distribution was made; or(b) Contribution or recoupment under subsection (3) of this section is barred, unless it is commenced within one year after the liability of the claimant under this section has been finally adjudicated.[ 2021 c 176 § 2702.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.615 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.615 - Conflicting interest transactions—Voidability.

RCW 24.03A.615 Conflicting interest transactions—Voidability. (Effective January 1, 2022.)(1) A contract or transaction between a nonprofit corporation and one or more of its members, directors, or officers; or between a nonprofit corporation and any other entity in which one or more of its directors or officers are directors or officers, hold a similar position, or have a financial interest is not void or voidable solely for that reason, or solely because the member, director, or officer is present at or participates in the meeting of the board that authorizes the contract or transaction or solely because his or her or their votes are counted for that purpose, if:(a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board and the board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum;(b) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or(c) The contract or transaction is fair as to the corporation as of the time the board or the members authorize, approve, or ratify the transaction.(2) Interested directors or directors holding a similar position in the other entity involved in a contract or transaction specified in subsection (1) of this section may be counted in determining the presence of a quorum at a meeting of the board that authorizes the contract or transaction.(3) This section is applicable except as provided in the articles or bylaws.[ 2021 c 176 § 2703.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.620 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.620 - Business opportunities.

RCW 24.03A.620 Business opportunities. (Effective January 1, 2022.)(1) The taking advantage, directly or indirectly, by a director or officer of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director or officer, in a proceeding by or in the right of the nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director or officer brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RCW 24.03A.615, as if the decision being made concerned a conflicting interest transaction.(2) In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1) of this section before taking advantage of the opportunity does not support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.[ 2021 c 176 § 2704.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.625 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.625 - Removal by judicial proceeding.

RCW 24.03A.625 Removal by judicial proceeding. (Effective January 1, 2022.)(1) The court may remove a director or officer from office in a proceeding commenced by or in the right of the corporation if the court finds that:(a) The director or officer engaged in fraudulent conduct with respect to the corporation or its members, knowingly inflicted harm on the corporation, or engaged in acts or omissions constituting gross negligence with respect to the director's or officer's duties; and(b) Considering the course of conduct of the director or officer and the inadequacy of other available remedies, removal would be in the best interest of the corporation.(2) An action under this section may be commenced by a member, individual director, or delegate. The attorney general may also commence an action under this section if the corporation holds property for charitable purposes.(3) The court, in addition to removing the director or officer, may bar the director or officer from being reelected, redesignated, or reappointed as a director, an officer, or both for a period prescribed by the court.(4) Nothing in this section limits the equitable powers of the court to order other relief.(5) If a proceeding is commenced under this section to remove a director or officer of a charitable corporation, then the plaintiff shall give the attorney general notice in the form of a record of the commencement of the proceeding.[ 2021 c 176 § 2705.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.630 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.630 - Indemnification and advance for expenses.

RCW 24.03A.630 Indemnification and advance for expenses. (Effective January 1, 2022.)The provisions of RCW 23B.08.500 through 23B.08.603, or their successors, apply to any corporation to which this chapter applies. For purposes of this chapter:(1) All references in those provisions to shares of a corporation are deemed to refer to membership interests in the nonprofit corporation.(2) All references in those provisions to shareholders are deemed to refer to members of the nonprofit corporation.(3) All references in those provisions to a shareholders meeting are deemed to refer to a meeting of the members of the nonprofit corporation.(4) All references in those provisions to transactions from which directors or officers will personally receive a benefit to which they are not entitled are deemed to include transactions approved or implemented by a director or officer knowing them to be in violation of RCW 24.03A.155.(5) This section does not limit a nonprofit corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.[ 2021 c 176 § 2706.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.635 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.635 - Directors and officers under 18 years of age.

RCW 24.03A.635 Directors and officers under 18 years of age. (Effective January 1, 2022.)No director or officer of a corporation who is under 18 years of age shall have authority to execute any document on behalf of the corporation, or otherwise to bind the corporation with respect to any other party, without the written concurrence of one or more other directors or officers of the corporation who are at least 18 years of age and would, between them, have independent authority to execute the same document or to bind the corporation in the same way.[ 2021 c 176 § 2707.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.640 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.640 - Authority to amend.

RCW 24.03A.640 Authority to amend. (Effective January 1, 2022.)(1) A nonprofit corporation may amend its articles of incorporation, from time to time, so long as its articles as amended contain only provisions that are lawful under this chapter.(2) Amendments to the articles of a charitable corporation to include one or more purposes of the corporation substantially different from the corporation's purposes before the amendment are subject to the reporting requirement set out in RCW 24.03A.075.[ 2021 c 176 § 3101.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.645 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.645 - Amendment of articles by nonmembership corporation.

RCW 24.03A.645 Amendment of articles by nonmembership corporation. (Effective January 1, 2022.)(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation's articles by the vote of a majority of the directors in office.(2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.(3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to:(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;(b) Delete the names and addresses of the initial directors;(c) Notwithstanding RCW 24.03A.100(1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and(d) Restate without change all of the then operative provisions of the articles.[ 2021 c 176 § 3102.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.650 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.650 - Amendment before admission of members.

RCW 24.03A.650 Amendment before admission of members. (Effective January 1, 2022.)If a membership corporation has not yet admitted members, then its board may adopt one or more amendments to the articles.[ 2021 c 176 § 3103.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.660 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.660 - Voting on amendments by voting groups.

RCW 24.03A.660 Voting on amendments by voting groups. (Effective January 1, 2022.)(1) If a nonprofit corporation has more than one class of members entitled to vote on an amendment to the articles, then the articles or bylaws may provide that the members of each class entitled to vote on the amendment are entitled to vote as a separate voting group if the amendment would change the rights, powers, preferences, or limitations of the class.(2) If a class of members will be divided into two or more classes by an amendment to the articles, then the amendment must be approved by a majority of the members of each class that will be created.[ 2021 c 176 § 3105.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.665 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.665 - Articles of amendment.

RCW 24.03A.665 Articles of amendment. (Effective January 1, 2022.)After an amendment to the articles has been adopted and approved in the manner required by RCW 24.03A.640 through 24.03A.705 and by the articles, the nonprofit corporation shall deliver to the secretary of state for filing articles of amendment, which must be executed by an officer or other authorized representative and set forth:(1) The name of the corporation;(2) The text of the amendment adopted;(3) The date of the amendment's adoption; and(4) If the amendment:(a) Was adopted by the board without member approval, a statement that the amendment was adopted by the board of directors, and that member approval was not required; or(b) Required approval by the members, a statement that the amendment was approved by the members in the manner required by this chapter and by the articles and bylaws.[ 2021 c 176 § 3106.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.670 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.670 - Restated articles of incorporation.

RCW 24.03A.670 Restated articles of incorporation. (Effective January 1, 2022.)(1) The board of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change.(2) A restatement of the articles may include one or more amendments to the articles. If restated articles of incorporation of a nonmembership corporation include one or more new amendments, then these amendments must have been adopted and approved as provided in RCW 24.03A.645. If restated articles of incorporation of a membership corporation include one or more new amendments that require member approval, then the amendments must have been adopted and approved as provided in RCW 24.03A.650 or 24.03A.655, as appropriate.(3) A nonprofit corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the nonprofit corporation and the text of the restated articles of incorporation together with a certificate setting forth:(a) If the restatement does not include any amendments to the articles, a statement of that fact;(b) If the restatement contains one or more amendments to the articles, the information required by RCW 24.03A.665 (1) through (4).(4) The articles of restatement and the certificate must be executed by an officer or other authorized representative.(5) Duly adopted restated articles of incorporation supersede the original articles and all amendments thereto.(6) The secretary of state shall certify restated articles of incorporation as the articles currently in effect.[ 2021 c 176 § 3107.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.675 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.675 - Amendment of articles pursuant to reorganization.

RCW 24.03A.675 Amendment of articles pursuant to reorganization. (Effective January 1, 2022.)(1) A nonprofit corporation's articles of incorporation may be amended without action by the board or the members to carry out a plan of reorganization ordered or decreed by any court of competent jurisdiction in a proceeding relating to the corporation.(2) An individual designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:(a) The name of the corporation;(b) The text of each amendment approved by the court;(c) The date of the court's order or decree approving the articles of amendment;(d) The title of the reorganization proceeding in which the order or decree was entered; and(e) A statement that the court had jurisdiction of the proceeding.(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.[ 2021 c 176 § 3108.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.680 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.680 - Effective date.

RCW 24.03A.680 Effective date. (Effective January 1, 2022.)Unless a delayed effective date is specified, articles of amendment or restated articles of incorporation become effective on the date the articles of amendment or restated articles of incorporation are filed by the secretary of state.[ 2021 c 176 § 3109.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.685 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.685 - Effect of articles of amendment.

RCW 24.03A.685 Effect of articles of amendment. (Effective January 1, 2022.)(1) Except as provided in subsection (2) of this section, an amendment to the articles does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.(2) No amendment to the articles shall modify any restriction imposed through any means upon property held for charitable purposes unless, before the delivery of the amendment to the secretary of state for filing, the restriction is modified:(a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or(b) In the case of any other restriction, pursuant to RCW 24.03A.190.(3) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the articles unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.[ 2021 c 176 § 3110.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.
WA Rev Code § 24.03A.690 (2021)
2021 Revised Code of Washington|Title 24 - Corporations and Associations (Nonprofit)|Chapter 24.03A - Washington Nonprofit Corporation Act.|24.03A.690 - Power to amend bylaws.

RCW 24.03A.690 Power to amend bylaws. (Effective January 1, 2022.)The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.[ 2021 c 176 § 3111.]NOTES:Effective date—2021 c 176: See note following RCW 24.03A.005.