reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.410 - Notice of membership meeting.

RCW 24.03A.410
Notice of membership meeting.
(1) A membership corporation shall give notice to the members of the date, time, and place of each annual, regular, or special meeting of the members. Except as provided under subsection (6) of this section, the notice must be given in the form of a record no fewer than ten nor more than sixty days before the meeting date. Except as provided in this chapter, the articles, or the bylaws, the corporation is only required to give notice to members entitled to vote at the meeting.
(2) Unless this chapter, the articles, or the bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose for which the meeting is called.
(3) Notice of a special meeting shall include a description of the purpose for which the meeting is called.
(4) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to notice of and to vote at an annual or special meeting of the members is the day before the first notice is given to members.
(5) Unless the articles or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or is required to be fixed under RCW 24.03A.420, then the corporation shall give notice of the adjourned meeting to the members entitled to vote on the new record date.
(6) Notice of regular meetings other than the annual meeting may be made by providing each member with the adopted schedule of regular meetings for the ensuing year in the form of a record at any time after the annual meeting and ten days before the next succeeding regular meeting and at any time requested by a member or by any other notice prescribed by the bylaws.
(7) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of two consecutive annual meetings, and all notices of meetings during the period between those two consecutive annual meetings, have been returned undeliverable or could not be delivered. If a member delivers to the nonprofit corporation a notice setting forth the member's then current address, then the requirement that notice be given to that member is reinstated.
[ 2021 c 176 § 2305.]
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.415 - Waiver of notice.

RCW 24.03A.415
Waiver of notice.
(1) A member may waive any notice required by this chapter, the articles, or the bylaws no more than sixty days before or sixty days after the date and time stated in the notice or of the meeting or action. The waiver must be in the form of a record, be executed by the member entitled to the notice, and be delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(2) The attendance of a member at a meeting:
(a) Waives objection to lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting or immediately upon arrival at the meeting objects to holding the meeting or transacting business at the meeting; and
(b) Waives objection to consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the member objects at the meeting to considering the matter.
[ 2021 c 176 § 2306.]
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.420 - Record date.

RCW 24.03A.420
Record date.
(1) The articles or bylaws may fix or provide the manner of fixing the record date to determine the members entitled to notice of a meeting of the members, to demand a special meeting, to vote, or to take any other action. If the articles or bylaws do not fix or provide for fixing a record date, then the board of the membership corporation may fix a future date as the record date.
(2) A record date fixed under this section may not be more than seventy days before the meeting or action requiring a determination of members.
(3) A determination of members entitled to notice of or to vote at a meeting of the members is effective for any adjournment of the meeting unless the board fixes a new record date, which it shall do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.
(4) If the court orders a meeting adjourned to a date more than one hundred twenty days after the date fixed for the original meeting, then it may provide that the original record date continues in effect or it may fix a new record date.
[ 2021 c 176 § 2307.]
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.425 - Conduct of meeting.

RCW 24.03A.425
Conduct of meeting.
(1) At each meeting of members, an individual shall preside as chair. The chair is appointed and may be removed:
(a) As provided in the articles or bylaws;
(b) In the absence of a provision in the articles or bylaws, by the board; or
(c) In the absence of both a provision in the articles or bylaws and an appointment by the board, by the members at the meeting.
(2) Except as provided in the articles or bylaws or by resolution of the board, the chair determines the order of business and has the authority to establish rules for the order and conduct of the meeting.
(3) Any rules established for the order and conduct of the meeting pursuant to subsection (2) of this section must be fair to the members.
(4) Except as provided in the articles or bylaws or by resolution of the board:
(a) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon.
(b) If no announcement is made, then the polls are deemed to have closed upon the final adjournment of the meeting.
(c) After the polls close, no ballots, proxies, or votes, nor any otherwise permissible revocations or changes thereto may be accepted.
[ 2021 c 176 § 2308.]
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.430 - Proxies.

RCW 24.03A.430
Proxies.
(1) Except as provided in the articles or bylaws, a member may not vote by proxy.
(2) If the articles or bylaws allow members to vote by proxy, then the following procedure applies unless the articles or bylaws provide otherwise:
(a) A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by executing an appointment form in the form of a record. An appointment form must contain or be accompanied by information from which it can be determined that the member or the member's agent or attorney-in-fact authorized the appointment of the proxy.
(b) An appointment of a proxy is effective when an executed appointment in the form of a record is received by the inspectors of election, the officer or agent of the membership corporation authorized to tabulate votes, or the secretary. An appointment is valid for eleven months unless a shorter or longer period is expressly provided in the appointment form.
(c) The death or incapacity of the member appointing a proxy does not affect the right of the membership corporation to accept the proxy's authority unless notice of the death or incapacity is received by the inspectors of election, the officer or agent authorized to tabulate votes, or the secretary before the proxy exercises his or her authority under the appointment.
(d) A membership corporation may accept the proxy's vote or other action as that of the member making the appointment, subject to RCW 24.03A.455 and to any express limitation on the proxy's authority stated in the appointment form.
(e) A proxy may be revoked by a member by delivering notice in the form of a record to the corporation before the corporation has relied upon the proxy.
[ 2021 c 176 § 2309.]
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.435 - Voting entitlement of members.

RCW 24.03A.435
Voting entitlement of members.
Except as provided in the articles or bylaws, each member is entitled to one vote on each matter on which the articles or bylaws entitle the members of the class of members to which the member belongs to vote.
[ 2021 c 176 § 2310.]
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.440 - Membership quorum and voting requirements.

RCW 24.03A.440
Membership quorum and voting requirements.
(1) Members may take action at a meeting on matters with respect to which all of the members are entitled to vote only if a quorum of the members is present. Except as provided in the articles or the bylaws, ten percent of the votes entitled to be cast at a meeting of the members constitutes a quorum with respect to those matters.
(2) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members is present with respect to that matter. Except as provided in the articles or bylaws, ten percent of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(3) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or is required to be set for that adjourned meeting.
(4) If a quorum is present, then action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles, bylaws, or applicable law require a greater number of affirmative votes.
(5) An amendment of the articles or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (4) of this section is governed by RCW 24.03A.445.
(6) If a meeting cannot be organized because a quorum of members entitled to vote is not present, then those members present may adjourn the meeting to such a time and place as they may determine. When a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the articles, or the bylaws, nonetheless constitute a quorum, if notice of the time and place of the reconvened meeting is provided by electronic transmission or in person to the members entitled to vote at least twenty-four hours before the reconvened meeting, or by other methods pursuant to the requirements and procedures set forth in RCW 24.03A.410. The articles or the bylaws may, however, permit the reconvening of a meeting without notice, by means of a provision that makes explicit reference to elimination of the notice requirement that would otherwise apply under this section.
(7) The election of directors is governed by RCW 24.03A.450.
[ 2021 c 176 § 2311.]
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.445 - Differing quorum and voting requirements.

RCW 24.03A.445
Differing quorum and voting requirements.
(1) The articles or bylaws may provide for a higher or lower quorum or higher voting requirement for members or voting groups of members than is provided for by this chapter, either generally or with respect to specific matters.
(2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
[ 2021 c 176 § 2312.]
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.450 - Voting for directors.

RCW 24.03A.450
Voting for directors.
(1) Except as provided in the articles or bylaws, directors of a membership corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present.
(2) Except as provided in the articles or bylaws, or under subsection (3) of this section, members do not have a right to cumulate their votes for directors.
(3) Members of a nonprofit corporation who were entitled to cumulate their votes for the election of directors on January 1, 2022, continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles or bylaws of the corporation.
[ 2021 c 176 § 2313.]
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.455 - Acceptance of ballots, consents, waivers, or proxies.

RCW 24.03A.455
Acceptance of ballots, consents, waivers, or proxies.
(1) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, then the membership corporation if acting in good faith may accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member.
(2) If the name signed on a ballot, consent, waiver, or proxy appointment does not correspond to the name of its member, then the membership corporation if acting in good faith is nevertheless entitled to accept the ballot, consent, waiver, or proxy appointment and give it effect as the act of the member if:
(a) The member is an entity and the name signed purports to be that of an officer or agent of the entity;
(b) The name signed purports to be that of an administrator, executor, guardian, or conservator representing the member and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the member and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the ballot, consent, waiver, or proxy appointment;
(d) The name signed purports to be that of a beneficial owner or attorney-in-fact of the member and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the ballot, consent, waiver, or proxy appointment; and
(e) Two or more persons are the member as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(3) The membership corporation may reject a ballot, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(4) The membership corporation and its officer or agent who accepts or rejects a ballot, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section or RCW 24.03A.430(2) are not liable in damages to the member for the consequences of the acceptance or rejection.
(5) Corporate action based on the acceptance or rejection of a ballot, consent, waiver, or proxy appointment under this section is valid unless the court determines otherwise.
[ 2021 c 176 § 2314.]
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.460 - Inspectors of election.

RCW 24.03A.460
Inspectors of election.
(1) A membership corporation may appoint one or more inspectors to act at a meeting of members and make a report in the form of a record of the inspectors' determinations. Each inspector shall execute the duties of inspector impartially and according to the best of the inspector's ability.
(2) The inspectors must:
(a) Ascertain the number of members and delegates, and their voting power;
(b) Determine the members and delegates present at a meeting;
(c) Determine the validity of proxies and ballots;
(d) Count all votes; and
(e) Determine the result.
(3) An inspector may, but need not, be a director, member, officer, or employee of the membership corporation. A person who is a candidate for office to be filled at the meeting may not be an inspector.
[ 2021 c 176 § 2315.]
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.465 - Action by voting groups.

RCW 24.03A.465
Action by voting groups.
(1) If this chapter, the articles, or the bylaws provide for voting by a single voting group on a matter, then action on that matter is taken when voted upon by that voting group as provided in RCW 24.03A.440 or 24.03A.475.
(2) If this chapter, the articles, or the bylaws provide for voting by two or more voting groups on a matter, then action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RCW 24.03A.440 or 24.03A.475.
[ 2021 c 176 § 2316.]
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.470 - Voting agreements.

RCW 24.03A.470
Voting agreements.
(1) If the articles or bylaws allow voting agreements, then two or more members may provide for the manner in which they will vote by executing an agreement in the form of a record for that purpose, to the extent allowed under the articles or bylaws.
(2) A voting agreement is specifically enforceable if:
(a) The voting agreement is allowed under the articles or bylaws; or
(b) The effective date of the voting agreement is before January 1, 2022.
(3) Notwithstanding subsection (2) of this section, no voting agreement is enforceable to the extent that enforcement of the agreement would violate the purposes of the membership corporation.
[ 2021 c 176 § 2317.]
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.475 - Action without meeting by unanimous written consent.

RCW 24.03A.475
Action without meeting by unanimous written consent.
(1) Except as provided in the articles or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more consents in the form of a record bearing the date of execution and describing the action taken, executed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to take action without a meeting is the date the first member executes the consent under subsection (1) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within sixty days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents executed by all members entitled to vote on the action are received by the corporation. A consent may be revoked by an executed notice in the form of a record to that effect received by the corporation before receipt by the corporation of unrevoked consents sufficient in number to take corporate action.
(3) A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such.
(4) If this chapter, the articles, or the bylaws require that prior notice of any proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, then the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least ten days before taking the action by consent. The notice must contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
[ 2021 c 176 § 2318.]
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.480 - Action without meeting by ballot.

RCW 24.03A.480
Action without meeting by ballot.
(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter.
(2) A ballot must:
(a) Be in the form of a record;
(b) Set forth each proposed action;
(c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and
(d) Provide an opportunity to vote for or against each other proposed action.
(3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4) All requests for votes by ballot must:
(a) Indicate the number of responses needed to meet the quorum requirements;
(b) State the percentage of approvals necessary to approve each matter other than election of directors; and
(c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member.
(5) Except as provided in the articles or bylaws, a ballot may not be revoked.
[ 2021 c 176 § 2319.]
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.485 - Procedure for remote meetings.

RCW 24.03A.485
Procedure for remote meetings.
When provided for in the articles or bylaws, meetings of the members held by remote communication must follow the provisions of RCW 24.03A.390 through 24.03A.480 to the greatest practicable extent.
[ 2021 c 176 § 2320.]
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.490 - Board of directors—Authority.

RCW 24.03A.490
Board of directors—Authority.
(1) A nonprofit corporation shall have a board of directors.
(2) All corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws.
[ 2021 c 176 § 2401.]
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.495 - Standards of conduct for directors.

RCW 24.03A.495
Standards of conduct for directors.
(1) Each director, when discharging the duties of a director, shall act:
(a) In good faith;
(b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(c) In a manner the director reasonably believes to be in the best interests of the nonprofit corporation.
(2) In discharging board or committee duties a director shall disclose, or cause to be disclosed, to the other board or committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed by law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(3) In discharging the duties of a director, a director may rely on information, opinions, reports, or statements, including financial statements or other financial data, if prepared or presented by:
(a) One or more officers, employees, or volunteers of the nonprofit corporation whom the director reasonably believes to be reliable and competent in the functions performed or the matters presented;
(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters:
(i) Within the particular person's professional or expert competence; or
(ii) As to which the particular person merits confidence; or
(c) A committee of the board of which the director is not a member, designated in accordance with provisions of the articles or bylaws, as to matters within its designated authority, if the director reasonably believes the committee merits confidence.
(4) A director is not a trustee with respect to the nonprofit corporation or with respect to any property held or administered by the corporation, including property that may be subject to restrictions imposed by the donor or transferor of the property.
[ 2021 c 176 § 2402.]
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.500 - Qualification of directors.

RCW 24.03A.500
Qualification of directors.
A director of a nonprofit corporation must be an individual. The articles or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles or bylaws so prescribe.
[ 2021 c 176 § 2403.]
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.505 - Number of directors.

RCW 24.03A.505
Number of directors.
(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The board of directors of any corporation shall consist of three or more directors if:
(a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code;
(b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or
(c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code.
(3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer.
(4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors.
(5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws.
(6) A decrease in the number of directors may not shorten an incumbent director's term.
[ 2021 c 176 § 2404.]
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.510 - Selection of directors.

RCW 24.03A.510
Selection of directors.
(1) The members of a membership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meetings of members, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.
(2) The directors of a nonmembership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meeting of directors, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.
[ 2021 c 176 § 2405.]
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.515 - Terms of directors, generally.

RCW 24.03A.515
Terms of directors, generally.
(1) The articles or bylaws may specify the terms of directors. If a term is not specified in the articles or bylaws, then the term of a director is one year. Each term of a director elected by the members or directors, or by some other method provided in the articles or bylaws, may not exceed five years except as provided in subsection (2) of this section. Terms of directors appointed by some other person or persons, or designated in some other manner, may be of any length.
(2) For a corporation formed before January 1, 2022, if the articles or bylaws current as of January 1, 2022, provided for terms of elected directors longer than five years, then the terms for elected directors provided in those articles or bylaws may continue in effect until and unless the articles or bylaws are amended to shorten those terms.
(3) The initial directors named in the articles hold office until the first annual election of directors or for any other period specified in the articles.
(4) A reduction in directors' terms of office does not shorten an incumbent director's term.
(5) Except as provided in the articles or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling.
(6) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, appointed, or designated and until the director's successor takes office, unless otherwise provided in the articles or bylaws.
[ 2021 c 176 § 2406.]
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.520 - Staggered terms for directors.

RCW 24.03A.520
Staggered terms for directors.
The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.
[ 2021 c 176 § 2407.]
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.525 - Resignation of director.

RCW 24.03A.525
Resignation of director.
(1) A director may resign at any time by delivering an executed notice in the form of a record to the president, the secretary of the corporation, or another officer designated for that purpose in the articles or bylaws. A director may also resign by giving oral notice to the board at a meeting of the board.
(2) A resignation is effective when the notice is delivered unless the notice specifies a later effective time.
(3) If the resignation of a director of a charitable corporation results in the charitable corporation having no directors in office, then the resigning director shall notify the attorney general that the charitable corporation has no directors in office. Such notice must be in the form of a record delivered to the attorney general within ten calendar days after the effective date of the director's resignation.
[ 2021 c 176 § 2408.]
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.535 - Vacancy on board of directors.

RCW 24.03A.535
Vacancy on board of directors.
(1) Except as provided in subsection (2) of this section, the articles, or the bylaws, if a vacancy occurs on the board, including a vacancy resulting from an increase in the number of directors, then the vacancy may be filled by a majority of the directors remaining in office even if they constitute less than a quorum. For purposes of RCW 24.03A.530, any director so elected is deemed to have been elected by the members, voting group, or persons who would elect that director at a regular election.
(2) Except as provided in the articles or bylaws, a vacancy in the position of a director who is:
(a) Appointed by persons other than the members, may be filled only by those persons; or
(b) Designated by name in the articles or bylaws, may not be filled by action of the board.
(3) A vacancy that will occur at a specific later time, by reason of a resignation effective at a later time under RCW 24.03A.525(2), or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(4) If no directors remain in office, and there are no members with the right to elect directors, then the attorney general has the power to appoint one or more directors selected for their interest and ability to carry out the purposes of the corporation, unless the articles or bylaws provide a different method for electing, appointing, or designating at least one director.
[ 2021 c 176 § 2410.]
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.545 - Compensation of directors.

RCW 24.03A.545
Compensation of directors.
Unless the articles or bylaws provide otherwise, the board may fix the compensation of directors.
[ 2021 c 176 § 2412.]
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.550 - Meetings of the board.

RCW 24.03A.550
Meetings of the board.
(1) The board may hold regular or special meetings in or out of this state.
(2) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, one or more means of remote communication through which all of the directors may simultaneously participate with each other during the meeting. A director participating in a meeting by this means is considered present in person at the meeting. For any meeting at which one or more directors may participate by means of remote communication, notice of the meeting must be delivered to each director by a means which the director has authorized and provide complete instructions for participating in the meeting by remote communication.
[ 2021 c 176 § 2501.]
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.555 - Notice of board meetings.

RCW 24.03A.555
Notice of board meetings.
(1) Regular meetings of the board may be held with or without notice as prescribed in the articles or bylaws, unless notice is required by RCW 24.03A.530(2) or other provisions of this chapter.
(2) Unless the articles or bylaws provide for a longer or shorter period, special meetings of the board must be preceded by at least forty-eight hours' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting, except as required by RCW 24.03A.530(2), other provisions of this chapter, or the articles or bylaws.
(3) Unless the articles or bylaws provide otherwise, the president, the secretary, or twenty percent of the directors then in office may call and give, or cause to be given, notice of a meeting of the board.
(4) Oral notice of meetings of the board may be given, unless oral notice is not permitted by a corporation's articles or bylaws.
[ 2021 c 176 § 2502.]
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.560 - Waiver of notice.

RCW 24.03A.560
Waiver of notice.
(1) A director may waive any notice required by this chapter, the articles, or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (2) of this section, the waiver must be in the form of a record, executed by the director entitled to the notice, and filed with the minutes or corporate records.
(2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting, unless the director at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
[ 2021 c 176 § 2503.]
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.565 - Board quorum and voting requirements.

RCW 24.03A.565
Board quorum and voting requirements.
(1) Except as provided in subsection (2) or (3) of this section, the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins.
(2) The articles or bylaws may authorize a quorum of the board to consist of no fewer than one-third of the number of directors in office.
(3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age.
(4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter.
(5) No proxy for a director, however appointed, may:
(a) Participate in any vote of the board or of any board committee;
(b) Be counted for the purpose of determining whether a quorum is present at a meeting; or
(c) Execute any written consent on behalf of the director.
(6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting;
(b) The director dissents or abstains from the action; or
(c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting.
(7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
[ 2021 c 176 § 2504.]
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.570 - Action without meeting by unanimous written consent.

RCW 24.03A.570
Action without meeting by unanimous written consent.
(1) Unless the articles or bylaws prohibit action without a meeting, action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation.
(2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where:
(a) The board has determined that:
(i) The corporation is entering into the transaction for its own benefit; and
(ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent;
(b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and
(c) All of the noninterested directors approve the action.
(3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors.
(4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.
[ 2021 c 176 § 2505.]
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.580 - Procedure for remote meetings.

RCW 24.03A.580
Procedure for remote meetings.
Unless otherwise provided in the articles or bylaws, meetings of the board or any committee held by remote communication must follow the provisions of RCW 24.03A.550 through 24.03A.575 to the greatest practicable extent.
[ 2021 c 176 § 2507.]
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.585 - Officers—Duties.

RCW 24.03A.585
Officers—Duties.
(1) The officers of a nonprofit corporation consist of a president, secretary, and treasurer, and other officers as may be authorized by the articles, the bylaws, or the board.
(2) Unless the articles or bylaws provide otherwise, the board shall elect or appoint all officers annually, and officers shall serve until their respective successors have been elected or appointed or until their earlier removal or resignation.
(3) The same individual may simultaneously hold more than one office in a nonprofit corporation, except that the same individual may not hold the offices of president and secretary.
(4) Each officer has the authority and shall perform the duties set forth in the articles or bylaws or, to the extent consistent with the articles and bylaws, the duties prescribed by the board or by direction of an officer authorized by the board to prescribe the duties of other officers.
[ 2021 c 176 § 2601.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.