reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.200 - Judicial modification or release of restrictions.

RCW 24.03A.200
Judicial modification or release of restrictions.
(1) Upon application by a corporation subject to a restriction related to a gift's management or investment, rather than to its charitable purpose, the court may modify the restriction if:
(a) Because of circumstances not anticipated by the donor, modification will further the charitable purpose of the gift;
(b) Enforcement of the restriction has become impracticable or wasteful; or
(c) Enforcement of the restriction impairs the management or investment of the gift.
(2) Upon application by a corporation subject to a restriction on the use of a gift relating to the charitable purpose of the gift, rather than its management or investment, the court may modify the restriction if the purpose becomes unlawful, impracticable, impossible to achieve, or wasteful.
(3) If the gift instrument provides for a forfeiture or gift-over to an alternative beneficiary, then the court may modify one or more restrictions under the procedure set out in subsection (1) of this section if a management or investment provision fails. The court may not, however, modify any restriction under the procedure set out in subsection (2) of this section to defeat the interest of an alternate beneficiary unless the beneficiary would also be subject to, and unable to perform, the term requiring modification. The alternative beneficiary is entitled to notice and may participate in the determination of whether to grant modification.
(4) Any modification made by the court must, to the extent possible, be made in a manner consistent with the charitable purposes as expressed in the gift instrument.
(5) A nonprofit corporation shall notify the attorney general whenever it seeks to modify a charitable gift restriction under this section and the court shall offer the attorney general an opportunity to be heard.
[ 2021 c 176 § 1505.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.205 - Charitable purpose survives.

RCW 24.03A.205
Charitable purpose survives.
Modification or release of a gift restriction shall not allow a gift to be used for a purpose other than a charitable purpose.
[ 2021 c 176 § 1506.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.210 - Corporate records.

RCW 24.03A.210
Corporate records.
(1) A nonprofit corporation shall keep permanently a copy of the following records:
(a) Minutes of all meetings of its members and of its board of directors;
(b) A record of all actions taken by the members and board of directors by unanimous written consent; and
(c) A record of all actions taken on behalf of the corporation by a committee of the board.
(2) A nonprofit corporation shall keep a current copy of the following records:
(a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect;
(b) Its bylaws or restated bylaws and all amendments to them currently in effect;
(c) All communications in the form of a record to members generally within the past six years, including the financial statements furnished for the past six years under RCW 24.03A.225;
(d) A list of the names and business addresses of its current directors and officers; and
(e) Its most recent annual report delivered to the secretary of state under RCW 24.03A.070.
(3) A nonprofit corporation shall maintain appropriate accounting records.
(4) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast.
(5) A nonprofit corporation shall maintain its records in written form or in any other form of a record.
(6) All records required to be maintained by a nonprofit corporation may be maintained at any location within or without this state.
[ 2021 c 176 § 1601.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.215 - Inspection by members.

RCW 24.03A.215
Inspection by members.
(1) A member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the records the corporation is required to maintain under RCW 24.03A.210(2), if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records.
(2) Subject to the limitations set forth in subsections (3) and (4) of this section, a member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records:
(a) Excerpts from those minutes and records required to be maintained under RCW 24.03A.210(1);
(b) Accounting records of the corporation described in RCW 24.03A.210(3); and
(c) Subject to RCW 24.03A.240, the membership list described in RCW 24.03A.210(4).
(3) A nonprofit corporation may withhold from inspection under this section:
(a) Those portions of records that contain information protected by the attorney-client privilege or related work product;
(b) The address of any member who is known to the corporation to be a participant in the address confidentiality program described in chapter 40.24 RCW or any similar program established by law;
(c) Those portions of records, which, if disclosed, would be reasonably likely to result in harm to the corporation or a third party, such as disciplinary actions involving nondirector members, identities of job applicants, discussions of strategic acquisitions, records that are required to be kept confidential under obligations to a third party, etc.; or
(d) Any information that a nonprofit corporation is required to keep confidential under any other law.
(4) A member may inspect and copy the records described in subsection (2) of this section only if the:
(a) Member's demand is made in good faith and for a proper purpose;
(b) Member describes with reasonable particularity the purpose and the records the member desires to inspect;
(c) Member agrees in the form of a record to reasonable restrictions required by the board on the use or distribution of the records; and
(d) Records are directly connected with this purpose.
(5) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation's articles or bylaws.
(6) This section does not affect the:
(a) Right of a member to inspect records as part of discovery in connection with litigation; or
(b) Power of any court of competent jurisdiction, independently of this chapter, to compel the production of corporate records for examination.
[ 2021 c 176 § 1602.]
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.220 - Scope of member's inspection right.

RCW 24.03A.220
Scope of member's inspection right.
(1) A member's agent or attorney has the same inspection and copying rights as the member represented.
(2) The right to copy records under RCW 24.03A.215 includes, if reasonable, the right to receive copies. Copies may be provided through electronic transmission unless the member requests otherwise in the form of a record.
(3) The nonprofit corporation may comply with a member's demand to inspect and copy the list of members under RCW 24.03A.215(2)(c) by providing the member for a reasonable charge as described in subsection (4) of this section with a list of members that was compiled no earlier than the date of the member's demand.
(4) The nonprofit corporation shall provide a copy of its articles and bylaws at no cost to a member on request. The nonprofit corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any other documents provided to the member. The charge may not exceed the estimated cost of production, reproduction, or transmission of the records.
[ 2021 c 176 § 1603.]
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.225 - Financial statements for members.

RCW 24.03A.225
Financial statements for members.
(1) Except as provided in the articles or bylaws of a nonprofit corporation engaged in religious activity, upon a demand in the form of a record from a member, a corporation shall furnish that member with its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the fiscal year and a statement of operations for the year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, then the annual financial statements must also be prepared on that basis.
(2) If the annual financial statements are reported upon by a certified public accountant, then the accountant's report shall accompany them. If not, then the statements must be accompanied by a statement of the president or the person responsible for the nonprofit corporation's accounting records:
(a) Stating the reasonable belief of the president or other person as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation; and
(b) Describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.
[ 2021 c 176 § 1604.]
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.230 - Court-ordered inspection.

RCW 24.03A.230
Court-ordered inspection.
(1) If a nonprofit corporation does not allow a member who complies with RCW 24.03A.215(1) to inspect and copy any records required by that subsection to be available for inspection, then the court may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.
(2) If a nonprofit corporation does not within a reasonable time allow a member to inspect and copy any other record to which the member is entitled under RCW 24.03A.215(2), then the member who complies with RCW 24.03A.215 (3) and (4) may apply to the court for an order to permit inspection and copying of the records demanded. The court may inspect the records in question in camera and determine the extent of required disclosure, if any, in light of RCW 24.03A.215. In making that determination, the court shall consider the probability and extent of potential harm to the corporation or any third party that may result from inspection, and the probability and extent of benefit to the corporation or the member.
(3) If the court orders inspection and copying of the records demanded, then it shall also order the nonprofit corporation to pay the member's costs, including reasonable attorneys' fees, incurred to obtain the order, unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. If the court denies the majority of the request for inspection and copying, it may order the member to pay part or all of the nonprofit corporation's costs, including reasonable attorneys' fees.
(4) If the court orders inspection and copying of the records demanded, then it may impose reasonable restrictions on the use or distribution of the records by the demanding member.
[ 2021 c 176 § 1605.]
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.235 - Inspection by directors.

RCW 24.03A.235
Inspection by directors.
(1) A director of a nonprofit corporation may inspect and copy the books, records, and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee, but not for any other purpose or in any manner that would violate any duty to the corporation or law other than this chapter.
(2) The court may order inspection and copying of the books, records, and documents at the corporation's expense, upon application of a director who has been refused the inspection rights set out in subsection (1) of this section, unless the corporation establishes that the director is not entitled to those inspection rights.
(3) If an order is issued, then the court may include provisions protecting the nonprofit corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director's costs, including reasonable attorneys' fees, incurred in connection with the application.
[ 2021 c 176 § 1606.]
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.240 - Use of membership list.

RCW 24.03A.240
Use of membership list.
(1) Without the consent of the board, a membership list or any part thereof may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board, a membership list or any part thereof may not be:
(a) Used to solicit cash or other property unless the cash or other property will be used solely to solicit the votes of the members in an election to be held by the nonprofit corporation;
(b) Used for any commercial purpose; or
(c) Sold to or purchased by any person.
(2) Instead of making a membership list available for inspection and copying under RCW 24.03A.210 through 24.03A.240, a nonprofit corporation may elect to proceed under the procedures set forth in RCW 24.03A.405(6).
[ 2021 c 176 § 1607.]
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.245 - Public benefit designation.

RCW 24.03A.245
Public benefit designation.
(1) There is hereby established the special designation of "public benefit nonprofit corporation." A corporation may be designated as a public benefit nonprofit corporation if it meets the following requirements:
(a) The corporation complies with this chapter; and
(b) The corporation is currently recognized by the internal revenue service as an organization described in section 501(c)(3) of the internal revenue code or is exempt from applying for that recognition under section 508(c) of the internal revenue code.
(2) A temporary designation as a public benefit nonprofit corporation may be provided to a corporation that has applied to the internal revenue service for recognition of its status as an organization described in section 501(c)(3) of the internal revenue code. The temporary designation is valid for up to one year and may be renewed at the discretion of the secretary of state.
(3) Designation of a corporation as a public benefit nonprofit corporation does not alter the applicability to the corporation of any other provision of this chapter.
[ 2021 c 176 § 1701.]
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.250 - Application and renewal.

RCW 24.03A.250
Application and renewal.
(1) The secretary of state shall develop an application process for new and existing corporations to apply for public benefit nonprofit corporation status.
(2) Public benefit nonprofit corporation status must be renewed annually. The secretary of state may schedule renewals in conjunction with the corporation's annual report.
[ 2021 c 176 § 1702.]
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.255 - Removal of status.

RCW 24.03A.255
Removal of status.
The secretary of state may remove a corporation's public benefit nonprofit corporation designation if the corporation does not comply with this chapter or the internal revenue service revokes recognition of the corporation's status as an organization described in section 501(c)(3) of the internal revenue code.
[ 2021 c 176 § 1703.]
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.260 - Registration to do business.

RCW 24.03A.260
Registration to do business.
A foreign nonprofit corporation may not do business in this state until it registers with the secretary of state pursuant to chapter 23.95 RCW.
[ 2021 c 176 § 1801.]
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.265 - Effect of registration.

RCW 24.03A.265
Effect of registration.
(1) A foreign nonprofit corporation with a valid foreign registration statement has the same but no greater rights and has the same but no greater privileges as, and except as provided by this chapter is subject to the same duties, restrictions, penalties, and liabilities now or later imposed on, a domestic nonprofit corporation of like character.
(2) This chapter does not authorize this state to regulate the organization or internal affairs of a registered foreign nonprofit corporation.
(3) For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be delivered to the secretary of state for filing, the records must be delivered to the insurance commissioner rather than the secretary of state.
[ 2021 c 176 § 1802.]
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.270 - Name of foreign nonprofit corporation.

RCW 24.03A.270
Name of foreign nonprofit corporation.
(1) The name of a registered foreign nonprofit corporation, any name reserved by a registered foreign nonprofit corporation, or any alternate name adopted under RCW 23.95.525 is governed by chapter 23.95 RCW.
(2) A foreign nonprofit corporation not registered to do business in this state may register its name, or an alternate name adopted pursuant to RCW 23.95.525, under RCW 23.95.315.
[ 2021 c 176 § 1803.]
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.275 - Registered agent of foreign nonprofit corporation.

RCW 24.03A.275
Registered agent of foreign nonprofit corporation.
(1) Each registered foreign nonprofit corporation in this state shall designate and maintain a registered agent in this state.
(2) The designation and maintenance of a foreign nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
[ 2021 c 176 § 1804.]
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.280 - Service on foreign nonprofit corporation.

RCW 24.03A.280
Service on foreign nonprofit corporation.
(1) A registered foreign nonprofit corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent.
(2) Service upon a registered foreign nonprofit corporation made by serving its registered agent, or service on the registered foreign nonprofit corporation in the absence of a registered agent, is governed by chapter 23.95 RCW.
[ 2021 c 176 § 1805.]
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.285 - Withdrawal of registration.

RCW 24.03A.285
Withdrawal of registration.
A registered foreign nonprofit corporation may withdraw its registration by delivering a statement of withdrawal to the secretary of state for filing under RCW 23.95.530.
[ 2021 c 176 § 1806.]
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.290 - Withdrawal upon conversion or dissolution.

RCW 24.03A.290
Withdrawal upon conversion or dissolution.
(1) A registered foreign nonprofit corporation that converts to any type of domestic entity automatically is deemed to have withdrawn its registration on the effective date of the conversion.
(2) A registered foreign nonprofit corporation that has dissolved and completed winding up or has converted to a domestic or foreign entity not required to register under chapter 23.95 RCW or other law of this state shall deliver a statement of withdrawal to the secretary of state for filing under RCW 23.95.540.
(3) After the withdrawal of a foreign nonprofit corporation under this section is effective, service of process in any action or proceeding based on a cause of action arising during the time the foreign nonprofit corporation was registered to do business in this state may be made pursuant to RCW 23.95.450.
[ 2021 c 176 § 1807.]
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.295 - Amendment to registration upon conversion.

RCW 24.03A.295
Amendment to registration upon conversion.
A registered foreign nonprofit corporation that converts to a foreign for-profit corporation or to any form of foreign unincorporated entity that is required to register with the secretary of state to do business in this state shall deliver to the secretary of state for filing an amendment to its foreign registration statement under RCW 23.95.515.
[ 2021 c 176 § 1808.]
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.300 - Transfer of registration.

RCW 24.03A.300
Transfer of registration.
(1) If a registered foreign nonprofit corporation merges into a nonregistered foreign entity or converts to a different type of foreign entity required to register to do business in this state, the foreign entity shall deliver to the secretary of state for filing an application for transfer of registration under RCW 23.95.545.
(2) If a registered foreign nonprofit corporation is a party to a statutory merger permitted by the laws of the jurisdiction where it is incorporated, and the corporation is the surviving corporation, it is not necessary for the corporation to register to do business or to amend its registration unless the corporation's name is changed.
[ 2021 c 176 § 1809.]
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.305 - Termination of registration.

RCW 24.03A.305
Termination of registration.
The secretary of state may terminate the registration of a registered foreign nonprofit corporation under RCW 23.95.550:
(1) For any reason set forth in RCW 23.95.550(1);
(2) If the secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of corporate records in the state or country under whose law the foreign [nonprofit] corporation is incorporated stating that it has been dissolved or did not survive a merger; or
(3) If the corporation has continued to exceed or abuse the authority conferred upon it by this chapter.
[ 2021 c 176 § 1810.]
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.310 - Judicial review of termination.

RCW 24.03A.310
Judicial review of termination.
(1) A foreign nonprofit corporation may appeal the secretary of state's termination of its registration to the superior court of Thurston county within ninety days after service of the statement of termination is perfected. The foreign nonprofit corporation shall appeal by petitioning the court to set aside the termination and attaching to the petition copies of its statement of registration and the secretary of state's statement of termination.
(2) The court may summarily order the secretary of state to reinstate the registration or may take any other action the court considers appropriate.
(3) The court's final decision may be appealed as in other civil proceedings.
[ 2021 c 176 § 1811.]
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.315 - Members.

RCW 24.03A.315
Members.
(1) A nonprofit corporation may have one or more classes of members or may have no members.
(2) For corporations formed on or after January 1, 2022, notwithstanding anything to the contrary in the bylaws, where the articles of a nonprofit corporation do not provide that it has members, the nonprofit corporation does not have members.
(3) For organizations formed before January 1, 2022, where the articles of a nonprofit corporation do not provide that it has members, the corporation has members only if the bylaws:
(a) Provide that the corporation has members; and
(b) Provide that members of at least one class have the right to select or vote for the election of directors or delegates or to vote on at least one type of fundamental transaction.
(4) Where a nonprofit corporation does not have members under this section, or where a corporation has no members entitled to vote on a given matter, any provision of this chapter or any other provision of law requiring notice to, the presence of, or the vote, consent, or other action by members in connection with that matter is satisfied by notice to, the presence of, or the vote, consent, or other action by the board.
[ 2021 c 176 § 2101.]
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.320 - Scope of membership.

RCW 24.03A.320
Scope of membership.
A person is not a member of a nonprofit corporation for purposes of any provision of this chapter unless the person meets the definition of "member" in RCW 24.03A.010, regardless of whether the corporation refers to or designates the person as a member.
[ 2021 c 176 § 2102.]
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.325 - Admission of members.

RCW 24.03A.325
Admission of members.
(1) The articles or bylaws of a membership corporation may establish criteria or procedures for admission of members.
(2) A person may not be admitted as a member without the person's consent. Consent may be express or implied and need not be in the form of a record.
(3) If a membership corporation provides certificates of membership to the members, then the certificates shall not be registered or transferable except as provided in the articles or bylaws or by resolution of the board.
[ 2021 c 176 § 2103.]
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.330 - Consideration for admission.

RCW 24.03A.330
Consideration for admission.
Except as provided in its articles or bylaws, a membership corporation may admit members for no consideration or for consideration determined by the board, which may take any form, including promissory notes, intangible property, or past or future services. Payment of the consideration may be made at those times and upon those terms as are set forth in or authorized by the articles, bylaws, or a resolution of the board.
[ 2021 c 176 § 2104.]
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.335 - Capital contributions.

RCW 24.03A.335
Capital contributions.
(1) A membership corporation that is not a charitable corporation may provide in its articles or bylaws that members, upon or after admission, shall make capital contributions. Except as provided in the articles or bylaws, the board shall fix the amount. The requirement of a capital contribution may apply to all members, or to the members of a single class, or to members of different classes in different amounts or proportions.
(2) The adoption or amendment of a capital contribution requirement, whether or not approved by the members, shall not apply to, or be an obligation of, a member who did not vote in favor of the adoption or amendment until thirty days after the member has been given notice of the adoption or amendment.
[ 2021 c 176 § 2105.]
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.340 - Rights and obligations.

RCW 24.03A.340
Rights and obligations.
(1) The members of a membership corporation have only those rights, privileges, powers, or obligations specifically given or assigned to members in the articles, the bylaws, or RCW 24.03A.450.
(2) A member shall not have the right to vote on any matter unless the articles, the bylaws, or RCW 24.03A.450(1) provides expressly that the class of members to which that member belongs has the right to vote on that particular matter.
[ 2021 c 176 § 2106.]
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.345 - Differences in rights and obligations.

RCW 24.03A.345
Differences in rights and obligations.
(1) Except as provided in the articles or bylaws, each member of a membership corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters.
(2) If the corporation has one or more classes of members, then the designation of the class or classes, the articles, or the bylaws shall set forth the manner of election or appointment and the qualifications and rights of the members of each class.
[ 2021 c 176 § 2107.]
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.350 - Transfers of membership.

RCW 24.03A.350
Transfers of membership.
(1) Except as provided in the articles or bylaws or by resolution of the board, a member of a membership corporation may not transfer a membership or any right arising therefrom.
(2) Where the right to transfer a membership has been provided, a restriction on that right shall not be binding with respect to a member holding a membership issued before the adoption of the restriction unless the affected member consents to the restriction in the form of a record.
[ 2021 c 176 § 2108.]
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.355 - Member's liability for corporate obligations.

RCW 24.03A.355
Member's liability for corporate obligations.
A member of a membership corporation is not personally liable for the acts, debts, liabilities, or obligations of the corporation.
[ 2021 c 176 § 2109.]
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.360 - Member's liability for dues, fees, and assessments.

RCW 24.03A.360
Member's liability for dues, fees, and assessments.
(1) A membership corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles or bylaws. Particular dues, assessments, and fees may be imposed in the articles or bylaws or by resolution of the board, subject to any membership approval required under RCW 24.03A.695(1), on members of the same class either alike or in different amounts or proportions, and may be imposed on a different basis on different classes of members. Members of a class may be made exempt from dues, assessments, and fees to the extent provided in the articles or bylaws or by resolution of the board.
(2) The amount and method of collection of dues, assessments, and fees may be fixed in the articles or bylaws, or the articles or bylaws may authorize the board or members to fix the amount and method of collection, with or without approval of the class or classes of members affected.
(3) The articles or bylaws may provide reasonable means, such as termination and reinstatement of membership, to enforce the collection of dues, assessments, and fees.
[ 2021 c 176 § 2110.]
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.365 - Creditor's action against member.

RCW 24.03A.365
Creditor's action against member.
(1) A proceeding may not be brought by a creditor of a membership corporation to reach the liability, if any, of a member to the corporation unless final judgment has been rendered in favor of the creditor against the corporation and execution has been returned unsatisfied in whole or in part.
(2) All creditors of a membership corporation, with or without reducing their claims to judgment, may intervene in any creditor's proceeding brought under subsection (1) of this section to reach and apply unpaid amounts due the corporation. Any or all members who owe amounts to the corporation may be joined in the proceeding.
[ 2021 c 176 § 2111.]
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.370 - Resignation of member.

RCW 24.03A.370
Resignation of member.
(1) A member of a membership corporation may resign at any time.
(2) The resignation of a member does not relieve the member from any obligations incurred or commitments made before resignation.
[ 2021 c 176 § 2112.]
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.375 - Termination and suspension of membership.

RCW 24.03A.375
Termination and suspension of membership.
(1) A membership in a membership corporation may be terminated or suspended for the reasons and in the manner provided in the articles or bylaws.
(2) A membership in a membership corporation may also be terminated, regardless of the procedure set forth in the articles or bylaws, if:
(a) The corporation has had no contact from the member for at least three years; and
(b) Either:
(i) The member fails to respond within ninety days to a request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, delivered to that member by means reasonably likely to reach that member; or
(ii) A request from the corporation to update the member's contact information that includes a statement that failure to respond could result in termination of membership, sent to that member by first-class forwardable mail, with postage prepaid, is returned as undeliverable; or
(iii) If members, or a class of members, are not identified individually on the records of the corporation, a request from the corporation for members to provide contact information that includes a statement that failure to respond could result in termination of membership is published once a week for six consecutive weeks in a newspaper of general circulation in the county in which the corporation's principal office is located.
(3) Unless otherwise provided in the articles or bylaws, if the articles or bylaws allow the board or any other body to admit members, the affirmative vote of two-thirds of that body may terminate a member [membership].
(4) Irrespective of anything to the contrary in the articles or bylaws, in any proceeding involving a corporation or upon application from the corporation, the court may order termination of a member [membership] of the corporation in the best interests of the corporation.
(5) A proceeding challenging a termination or suspension for any reason must be commenced within one year after the effective date of the termination or suspension.
(6) The termination or suspension of a member [membership] does not relieve the member from any obligations incurred or commitments made before the termination or suspension.
[ 2021 c 176 § 2113.]
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.380 - Repurchase of memberships.

RCW 24.03A.380
Repurchase of memberships.
A membership corporation that is not a charitable corporation may repurchase any of its memberships or any right arising therefrom only if it is so provided in the articles or bylaws. A membership corporation that is a charitable corporation may not repurchase any of its memberships or any right arising therefrom.
[ 2021 c 176 § 2114.]
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.385 - Delegates.

RCW 24.03A.385
Delegates.
(1) A membership corporation may provide in its articles or bylaws for delegates.
(2) The articles or bylaws may set forth provisions relating to:
(a) The characteristics, qualifications, rights, limitations, and obligations of delegates including their selection and removal;
(b) Calling, noticing, holding, and conducting meetings of delegates; and
(c) Carrying on activities during and between meetings of delegates.
(3) If the articles or bylaws provide for delegates, then, unless otherwise provided in the articles or bylaws:
(a) The power to appoint, remove, or modify any provision of the articles or bylaws governing the appointment or removal of delegates is reserved to the members.
(b) All other powers of members including, but not limited to, the right to vote on other amendments to articles or bylaws, may be exercised by delegates.
[ 2021 c 176 § 2201.]
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.390 - Annual and regular meetings.

RCW 24.03A.390
Annual and regular meetings.
(1) A membership corporation shall hold an annual meeting of members once during each fiscal year at a time stated in or fixed in accordance with the articles or bylaws.
(2) A membership corporation may hold regular meetings on a regional or other basis at times stated in or fixed in accordance with the articles or bylaws.
(3) Except as provided in subsection (5) of this section, annual and regular meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the articles or bylaws. If no place is stated in or fixed in accordance with the articles or bylaws, then annual and regular meetings shall be held at the membership corporation's principal office.
(4) The failure to hold an annual or regular meeting at the time stated in or fixed in accordance with the articles or bylaws does not affect the validity of any corporate action.
(5) The articles or bylaws may provide that an annual or regular meeting of members may be held in a specified location and, if so provided under the articles or bylaws, through one or more means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. For any meeting at which one or more members may participate by means of remote communication, the corporation shall deliver notice of the meeting to each member by a means which the member has authorized and provide complete instructions for participating in the meeting by remote communication.
[ 2021 c 176 § 2301.]
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.395 - Special meetings.

RCW 24.03A.395
Special meetings.
(1) A membership corporation shall hold a special meeting of members:
(a) At the call of its board of directors, the president, or the persons authorized to do so by the articles or bylaws; or
(b) Upon the execution and delivery to the corporation of one or more demands for a special meeting, in the form of a record, describing the purpose for which the meeting is to be held, by either:
(i) The number or proportion of members entitled under the articles or bylaws to call a meeting on the subject matter proposed to be considered at the proposed special meeting, which shall not represent more than twenty-five percent of all the votes entitled to be cast on that subject matter; or
(ii) In the absence of a provision fixing the number or proportion of members entitled to call a meeting, the number or proportion of members representing five percent of all the votes entitled to be cast on the subject matter proposed to be considered at the proposed special meeting.
(2) Unless otherwise provided in the articles or bylaws, a demand for a special meeting may be revoked by notice to that effect received by the membership corporation from the members calling the meeting before the receipt by the corporation of demands sufficient in number to require the holding of a special meeting.
(3) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to demand a special meeting is the date the first member executes a demand.
(4) Only business within the purpose or purposes described in the meeting notice required by RCW 24.03A.410(3) may be conducted at a special meeting of the members.
(5) Except as provided in subsection (6) of this section, special meetings of the members may be held in or out of this state at the place stated in or fixed in accordance with the articles or bylaws. If no place is stated or fixed in accordance with the articles or bylaws, then special meetings shall be held at the corporation's principal office.
(6) The articles or bylaws may provide that a special meeting of members be held at a specified location and, unless otherwise provided under the articles or bylaws, through means of remote communication through which members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the members, pose questions, and make comments. Notice of meetings at which one or more members may participate by means of remote communication must be delivered by a means which the member has authorized and provide complete instructions for participating in the meeting from a remote location.
[ 2021 c 176 § 2302.]
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.400 - Court-ordered meeting.

RCW 24.03A.400
Court-ordered meeting.
(1) The court may summarily order a meeting to be held:
(a) On application of any member entitled to participate in an annual or regular meeting if an annual meeting was not held within eighteen months after the last annual meeting; or
(b) On application of a member who executed a demand for a special meeting under RCW 24.03A.395 that was executed by a sufficient number of members to call a meeting, if:
(i) Notice of the special meeting was not given within thirty days after the date the demand was delivered to the corporation's secretary; or
(ii) The special meeting was not held in accordance with the notice.
(2) The court may fix the time and place of a court-ordered meeting, determine the members entitled to participate in the meeting, specify a record date for determining members entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the court-ordered meeting.
[ 2021 c 176 § 2303.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.