reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.01 GENERAL PROVISIONS

Sections
24.01.010 Insolvents — Care, management, liquidation.
[1955 c 32 § 1. Prior: 1933 c 42 § 3, part; RRS § 3222, part. Formerly RCW 24.04.085]
Repealed by 1967 c 235 § 100, effective July 1, 1969.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.04 NONPROFIT, NONSTOCK CORPORATIONS

Sections
24.04.010 through 24.04.170
[1907 c 134 §§ 1-13; 1943 c 122 § 1; 1947 c 249 §§ 1-7; 1959 c 263 § 3.]
Repealed by 1967 c 235 § 100, effective July 1, 1969.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.06 NONPROFIT MISCELLANEOUS AND MUTUAL CORPORATIONS ACT

Sections
24.06.170 Filing of articles of incorporation.
[1982 c 35 § 128; 1981 c 302 § 5; 1969 ex.s. c 120 § 34.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.293 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 3.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.355 Change of name by foreign corporation.
[1969 ex.s. c 120 § 71.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.365 Filing of application for certificate of authority-Issuance.
[1982 c 35 § 144; 1969 ex.s. c 120 § 73.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.420 Filing of application for withdrawal-Issuance of certificate of withdrawal.
[1982 c 35 § 149; 1969 ex.s. c 120 § 84.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.430 Issuance and filing of certificate of revocation-Effect.
[1982 c 35 § 151; 1969 ex.s. c 120 § 86.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.433 Foreign corporations-Application for reinstatement.
[1993 c 356 § 21.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.445 Filing of annual or biennial report of domestic and foreign corporations.
[2011 c 183 § 6; 1993 c 356 § 23; 1982 c 35 § 153; 1973 c 146 § 1; 1969 ex.s. c 120 § 89.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.455 Miscellaneous fees.
[1993 c 269 § 8; 1982 c 35 § 155; 1979 ex.s. c 133 § 3; 1973 c 70 § 3; 1969 ex.s. c 120 § 91.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.460 Disposition of fees.
[1982 c 35 § 156; 1969 ex.s. c 120 § 92.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.495 Certificates and certified copies to be received in evidence.
[1982 c 35 § 161; 1969 ex.s. c 120 § 99.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
24.06.910 Severability-1969 ex.s. c 120.
[1969 ex.s. c 120 § 108.]
Decodified by the code reviser, July 2016.
24.06.915 Notice to existing corporations.
[1982 c 35 § 164; 1969 ex.s. c 120 § 109.]
Repealed by 2015 c 176 § 4135, effective January 1, 2016.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.08 EDUCATIONAL, RELIGIOUS, BENEVOLENT, FRATERNAL, OR CHARITABLE SOCIETIES

Sections
24.08.010 through 24.08.900
[1866 p 67 §§ 1-4; 1869 p 341 §§ 1-4; 1873 p 409 §§ 1-5; Code 1881 §§ 2450-2454; 1886 c 86 § 1; 1895 c 135 § 1; 1895 c 19 § 1; 1925 ex.s. c 63 § 2; 1959 c 12 § 6; 1961 c 110 §§ 2-6.]
Repealed by 1967 c 235 § 100, effective July 1, 1969.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.12 CORPORATIONS SOLE

Sections
24.12.050 Fees for services by secretary of state.
Cross-reference section, decodified September 2009.
24.12.060 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 4.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.16 ASSOCIATIONS FOR MUTUAL BENEFIT (INSURANCE) AND EDUCATIONAL, CHARITABLE, ETC., PURPOSES

Sections
24.16.010 through 24.16.140
[1895 c 158 §§ 1-6, 8-12; 1905 c 125 § 1; 1907 c 75 §§ 1, 2; 1923 c 8 § 1; 1929 c 131 § 1; 1933 c 89 § 1; 1953 c 121 §§ 2-4.]
Repealed by 1967 c 235 § 100, effective July 1, 1969.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.20 FRATERNAL SOCIETIES

Sections
24.20.040 Reincorporation.
[1903 c 80 § 4; RRS § 3868.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
24.20.050 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 5.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.24 BUILDING CORPORATIONS COMPOSED OF FRATERNAL SOCIETY MEMBERS

Sections
24.24.130 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 6.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.28 GRANGES

Sections
24.28.045 Administrative dissolution or revocation of a certificate of authority-Corporation name not distinguishable from name of governmental entity-Application by governmental entity.
[1997 c 12 § 7.]
Repealed by 2015 c 176 § 9121, effective January 1, 2016.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › RCW Dispositions › 24.44 UNIFORM MANAGEMENT OF INSTITUTIONAL FUNDS ACT

Sections
24.44.010 Definitions.
[1973 c 17 § 1.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.020 Appropriation of appreciation.
[1973 c 17 § 2.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.030 Investment authority.
[1973 c 17 § 3.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.040 Delegation of investment management.
[1973 c 17 § 4.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.050 Standard of conduct.
[1973 c 17 § 5.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.060 Release of restrictions on use or investments.
[1973 c 17 § 6.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.070 Uniformity of application and construction.
[1973 c 17 § 8.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.080 Short title.
[1973 c 17 § 9.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.090 Section headings.
[1973 c 17 § 10.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
24.44.900 Severability — 1973 c 17.
[1973 c 17 § 7.]
Repealed by 2009 c 436 § 13, effective July 1, 2009.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.005 - Short title.

RCW 24.03A.005
Short title.
This chapter may be known and cited as the Washington nonprofit corporation act.
[ 2021 c 176 § 1101.]
NOTES:
Effective date—2021 c 176: "Except for section 5204 of this act, this act takes effect January 1, 2022." [ 2021 c 176 § 6103.]
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.020 - Service on corporations.

RCW 24.03A.020
Service on corporations.
(1) Service upon a nonprofit corporation of any process, notice, or demand required or permitted by law may be made by serving the nonprofit corporation's registered agent.
(2) Service upon a nonprofit corporation made by serving the nonprofit corporation's registered agent, or service on the nonprofit corporation in the absence of a registered agent, is governed by chapter 23.95 RCW.
[ 2021 c 176 § 1104.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.025 - Venue for actions.

RCW 24.03A.025
Venue for actions.
Except as provided under federal or state law or in specific provisions of this chapter, every action arising under this chapter shall be tried in, and "the court" throughout this chapter refers to, the superior court:
(1) In the county where the corporation's principal office in this state is located;
(2) If the corporation has no principal office in this state, in the county where the corporation's registered agent in this state is located;
(3) Of King county; or
(4) Of Thurston county.
[ 2021 c 176 § 1105.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.030 - Application to existing nonprofit corporations.

RCW 24.03A.030
Application to existing nonprofit corporations.
(1) This chapter applies to every domestic nonprofit corporation in existence on January 1, 2022, that was incorporated under chapter 24.03 RCW or filed a statement of election through which it elected to have chapter 24.03 RCW apply to it.
(2) Any corporation or association organized under any other chapter of Title 24 RCW may be reorganized under this chapter by adopting and filing amendments to its articles in accordance with this chapter. The articles as amended shall conform to this chapter, and shall state that the corporation accepts the benefits of and will be bound by this chapter.
[ 2021 c 176 § 1106.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.035 - Application to registered foreign nonprofit corporations.

RCW 24.03A.035
Application to registered foreign nonprofit corporations.
A foreign nonprofit corporation registered as of December 31, 2021, is subject to this chapter but is not required to obtain a new statement of registration to transact business in this state.
[ 2021 c 176 § 1107.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.040 - Relationship to prior statutes.

RCW 24.03A.040
Relationship to prior statutes.
(1) Except as provided in subsection (2) of this section, the repeal of chapter 24.03 RCW by chapter 176, Laws of 2021 does not affect:
(a) The operation of the repealed chapter or any action taken under it before its repeal;
(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the repealed chapter before its repeal;
(c) Any violation of the repealed chapter, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or
(d) Any proceeding, reorganization, or dissolution commenced under the repealed chapter before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the repealed chapter as if it had not been repealed.
(2) If a penalty or punishment imposed for violation of chapter 24.03 RCW repealed by chapter 176, Laws of 2021 is reduced by this chapter, then the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.
[ 2021 c 176 § 1108.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.045 - Relationship to other laws.

RCW 24.03A.045
Relationship to other laws.
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.
(3) This chapter modifies, limits, or supersedes the federal electronic signatures in global and national commerce act, Title 15 U.S.C. Sec. 7001 et seq., but this chapter does not modify, limit, or supersede section 101(c) of that act or authorize delivery by electronic transmission of any of the notices described in section 103(b) of that act.
[ 2021 c 176 § 1109.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.050 - Subordination to canon law.

RCW 24.03A.050
Subordination to canon law.
To the extent religious doctrine or canon law governing the internal affairs of a nonprofit corporation is inconsistent with this chapter, the religious doctrine or canon law controls to the extent required by the United States Constitution, the state Constitution, or both.
[ 2021 c 176 § 1110.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.055 - Applicability of uniform business organizations code.

RCW 24.03A.055
Applicability of uniform business organizations code.
Filing of documents under this chapter by the secretary of state is governed by this chapter and chapter 23.95 RCW.
[ 2021 c 176 § 1201.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.060 - Filing requirements.

RCW 24.03A.060
Filing requirements.
(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must:
(a) Satisfy the requirements set forth in RCW 23.95.200;
(b) Contain all information required under this chapter and chapter 23.95 RCW;
(c) Be executed on behalf of the domestic or foreign entity as follows:
(i) If the entity is a domestic or foreign nonprofit corporation, by an officer;
(ii) If the entity is not a domestic or foreign nonprofit corporation, by a person with authority to sign for the entity; or
(iii) If the entity is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, by that fiduciary; and
(d) Satisfy the requirements of any other provision of this chapter or chapter 23.95 RCW that adds to or varies any of the requirements in this section.
(2) A filed record may include additional information not in conflict with the requirements of subsection (1) of this section.
(3)(a) Whenever a provision of this chapter permits any of the terms of a plan or a filed record to be dependent on facts objectively ascertainable outside the plan or filed record, the following provisions apply:
(i) The plan or filed record shall set forth the manner in which the facts will operate upon the terms of the plan or filed record.
(ii) The facts may include:
(A) Any of the following that is available in a nationally recognized news or information medium either in print or electronically: Statistical or market indices, market prices of any security or group of securities, interest rates, currency exchange rates, or similar economic or financial data;
(B) A determination or action by any person or body, including the nonprofit corporation or any other party to a plan or filed record; or
(C) The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or record.
(d)[(b)] As used in this subsection [section]:
(i) "Filed record" means a record filed by the secretary of state under any provision of the uniform business organizations code or any provision of this chapter except RCW 24.03A.260 through 24.03A.310, except an annual report filed pursuant to RCW 24.03A.070; and
(ii) "Plan" means a plan of domestication, business conversion, entity conversion, distribution, or merger.
[ 2021 c 176 § 1202.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.065 - Electronic filings.

RCW 24.03A.065
Electronic filings.
Any rules governing electronic filing adopted by the secretary of state under RCW 23.95.115(2) apply to all filings required or permitted under this chapter unless such rules, this chapter, or chapter 23.95 RCW specify otherwise.
[ 2021 c 176 § 1203.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.070 - Annual report.

RCW 24.03A.070
Annual report.
Each domestic nonprofit corporation, and each registered foreign nonprofit corporation, shall deliver to the secretary of state for filing an annual report as required under RCW 23.95.255(2).
[ 2021 c 176 § 1204.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.075 - Major changes by charitable corporations.

RCW 24.03A.075
Major changes by charitable corporations.
(1) A charitable corporation shall report any action described in subsection (2) of this section on the next annual report that the charitable corporation delivers to the secretary of state for filing under RCW 24.03A.070, except as provided in subsection (3) of this section.
(2) The actions that create a reporting requirement under this section are:
(a) Amendment of the charitable corporation's articles to include one or more purposes of the corporation substantially different from any purpose stated in the charitable corporation's articles in effect before the amendment; or
(b) Operation of a significant program or activity that is substantially different from both:
(i) Programs or activities the charitable corporation has previously operated; and
(ii) Programs or activities described in the most recent application for recognition of exemption from federal income tax that the charitable corporation has filed with the internal revenue service and in response to which the internal revenue service has issued a determination letter of tax-exempt status to the charitable corporation.
(3) A charitable corporation is not required to report actions described in subsection (2) of this section:
(a) If the charitable corporation was a religious corporation both before and after it took the action;
(b) Within the charitable corporation's first three years of existence, if all programs or activities the charitable corporation operates are consistent with the purposes set forth in the charitable corporation's articles; or
(c) When the charitable corporation operates a program or activity described in subsection (2)(b) of this section, if all funds expended to conduct such a program or activity are derived only from one or more of the following sources:
(i) Contributions or sales in response to one or more solicitations in which:
(A) The program or activity was clearly described; and
(B) A statement was made that implies that the corporation will apply any contribution, or proceeds from any sale, in connection with those solicitations toward the program or activity;
(ii) Admissions, performance of services, or furnishing of facilities;
(iii) Sales of goods not in connection with any solicitation;
(iv) Income from investments of the charitable corporation that is not subject to any gift restriction; or
(v) Revenue from any source that is recognized after the program or activity has been in continuous operation and disclosed to the general public for a period of at least three years.
(4) The secretary of state shall deliver to the attorney general a copy of every annual report filed by the secretary of state that includes a report described in this section.
[ 2021 c 176 § 1205.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.080 - Powers of secretary of state.

RCW 24.03A.080
Powers of secretary of state.
The secretary of state has the powers reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter.
[ 2021 c 176 § 1206.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.085 - Fees.

RCW 24.03A.085
Fees.
The secretary of state may adopt rules in accordance with chapter 34.05 RCW setting fees for any services provided by the secretary of state under this chapter.
[ 2021 c 176 § 1207.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.090 - Incorporators.

RCW 24.03A.090
Incorporators.
One or more individuals may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. Individuals acting as incorporators must be at least eighteen years old.
[ 2021 c 176 § 1301.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.095 - Corporate name.

RCW 24.03A.095
Corporate name.
The name or any reserved name of a nonprofit corporation is governed by chapter 23.95 RCW.
[ 2021 c 176 § 1302.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.100 - Articles of incorporation.

RCW 24.03A.100
Articles of incorporation.
(1) The articles of incorporation shall set forth:
(a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095;
(b) The name and address of the corporation's initial registered agent;
(c) That the corporation is incorporated under this chapter;
(d) The purpose or purposes for which the corporation is organized;
(e) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors;
(f) If the corporation will have members as defined in RCW 24.03A.010, a statement that the corporation will have members;
(g) The distribution of assets upon dissolution;
(h) The name and mailing address of each incorporator; and
(i) The signature of each incorporator.
(2) The articles of incorporation may set forth:
(a) A statement that the corporation has no members as defined in this chapter (whether or not the corporation uses the term "member" to define one or more classes of persons who are not members as defined in this chapter);
(b) The names of the initial members, if any;
(c) Provisions not inconsistent with law regarding:
(i) Managing the business and regulating the affairs of the corporation;
(ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and the members, if any;
(iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(d) A provision permitting or making obligatory indemnification of any individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding, subject to the limitations set forth in RCW 24.03A.630;
(e) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law; or
(f) Any other provision that this chapter specifically permits to be set forth in the articles or bylaws.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(4) Provisions of the articles may be made dependent upon facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060(3).
[ 2021 c 176 § 1303.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.105 - Effectiveness of incorporation.

RCW 24.03A.105
Effectiveness of incorporation.
(1) Unless a delayed effective date is specified, the corporate existence begins on the date the articles are filed by the secretary of state.
(2) The filing of the articles by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by this state to cancel or revoke the incorporation or involuntarily dissolve the nonprofit corporation.
[ 2021 c 176 § 1304.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.110 - Requirement of registered agent.

RCW 24.03A.110
Requirement of registered agent.
(1) Each nonprofit corporation shall designate and maintain a registered agent in this state.
(2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
[ 2021 c 176 § 1305.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.115 - Liability for preincorporation transactions.

RCW 24.03A.115
Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
[ 2021 c 176 § 1306.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.120 - Organization of corporations.

RCW 24.03A.120
Organization of corporations.
(1) After incorporation:
(a) The initial directors shall hold an organizational meeting at the call of a majority of the initial directors to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; and
(b) If the initial directors resign or refuse to meet, then the incorporator or incorporators shall hold a meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation.
(2) An organizational meeting may be held in or out of this state.
(3) The directors or incorporators may take organizational action without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and executed by each director or incorporator.
[ 2021 c 176 § 1307.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.125 - Bylaws.

RCW 24.03A.125
Bylaws.
(1) The board shall adopt initial bylaws for the corporation.
(2) The bylaws may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles. Whenever a provision of the bylaws is inconsistent with a provision of the articles, the provision of the articles controls.
[ 2021 c 176 § 1308.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.130 - Purposes.

RCW 24.03A.130
Purposes.
(1) Nonprofit corporations may be organized under this chapter for the purpose of engaging in any lawful activity. A nonprofit corporation may set forth a more limited purpose or purposes in its articles.
(2) A charitable corporation formed on or after January 1, 2022, must be organized under this chapter, unless incorporating under this chapter is prohibited by another statute of this state.
(3) A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporating under this chapter is not prohibited by the other statute. The corporation is subject to all the limitations of the other statute. Organizations subject to any provision of the banking or insurance laws of this state may not be organized under this chapter, except that any nonprofit corporation heretofore organized under any act hereby repealed and existing for the purpose of providing health care services as defined in RCW 48.44.010 or 48.46.020, as now or hereafter amended, continues to be organized under this chapter.
[ 2021 c 176 § 1401.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 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.
(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.
2023 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.
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.
2023 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.
(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.
2023 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.
(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.
2023 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.
(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.
2023 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.
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.
2023 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.
(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.
2023 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.
(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.
2023 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.
(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.
2023 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.
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.
2023 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.
(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.
2023 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.
(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.