reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.590 - Standards of conduct for officers.

RCW 24.03A.590
Standards of conduct for officers.
(1) An officer with discretionary authority shall discharge his or her duties under that authority:
(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 officer reasonably believes to be in the best interests of the corporation.
(2) The duty of an officer includes the obligation to convey to his or her superior officer, the board, a board committee, or another appropriate person within the nonprofit corporation:
(a) Information about the affairs of the nonprofit corporation within the scope of the officer's functions, and known to the officer to be material to the superior officer, board, or committee thereof; and
(b) Information regarding any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, director, employee, agent, or vendor of the corporation, that the officer believes has occurred or is likely to occur.
(3) In discharging his or her duties, an officer who does not have knowledge that makes reliance unwarranted may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(a) One or more officers or employees of the nonprofit corporation whom the officer reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports, or statements provided;
(b) Legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters:
(i) Within the particular person's professional or expert competence; or
(ii) As to which the particular person merits confidence.
(4) An officer 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 § 2602.]
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.595 - Resignation and removal of officers.

RCW 24.03A.595
Resignation and removal of officers.
(1) An officer may resign at any time by delivering notice to the nonprofit corporation. A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time and the board or the appointing officer accepts the future effective time, then the board or the appointing officer may designate a successor before the effective time if the board or the appointing officer provides that the successor does not take office until the effective time.
(2) Except as provided in the articles or bylaws, an officer may be removed at any time with or without cause by:
(a) The board;
(b) The officer who appointed the officer being removed, unless the board provides otherwise; or
(c) Any other officer authorized by the articles, the bylaws, or the board to remove the officer being removed.
(3) In this section, "appointing officer" means the officer, including any successor to that officer who appointed the officer resigning or being removed.
[ 2021 c 176 § 2603.]
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.600 - Contract rights of officers.

RCW 24.03A.600
Contract rights of officers.
(1) The appointment or election of an officer does not itself create contract rights.
(2) An officer's removal does not affect the officer's contract rights, if any, with the nonprofit corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
[ 2021 c 176 § 2604.]
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.605 - Loans or guarantees.

RCW 24.03A.605
Loans or guarantees.
(1) A nonprofit corporation may not lend money to, advance credit to, or guarantee the obligation of a director or officer of the corporation.
(2) Subsection (1) of this section does not apply to:
(a) An advance to pay reimbursable expenses reasonably expected to be incurred within a time period that is reasonable under the circumstances by a director or officer;
(b) Advances pursuant to RCW 24.03A.630;
(c) Loans or advances pursuant to employee benefit plans; or
(d) A loan to pay reasonable relocation expenses of an officer.
(3) The fact that a loan or guarantee is made in violation of this section does not affect the borrower's liability on the loan.
(4) The directors who vote for or assent to any loan, advance, or guarantee in violation of subsection (1) of this section, and any officer materially participating in the making of such a loan, advance, or guarantee, are personally liable on a joint and several basis to the nonprofit corporation on the loan, advance, or guarantee. Liability under this subsection terminates upon the repayment of any funds advanced by the nonprofit corporation in violation of subsection (1) of this section or, if no funds have been advanced under a guarantee, upon the termination of the guarantee.
(5) A director or officer held liable under subsection (4) of this section for any unlawful loan or guarantee is entitled to contribution from every other director or officer who could be held liable under subsection (4) of this section for the unlawful loan or guarantee.
(6) A proceeding to enforce contribution or recoupment under subsection (5) of this section is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (4) of this section.
[ 2021 c 176 § 2701.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.610 - Liability for unlawful distributions.

RCW 24.03A.610
Liability for unlawful distributions.
(1) A director or officer is personally liable to the nonprofit corporation for the amount of any distribution that exceeds the amount the corporation could have distributed without violating RCW 24.03A.155 if:
(a) The nature or amount of the distribution was material to the interests of the corporation for any reason under all of the facts and circumstances including, but not limited to, federal excise tax liability or federal tax penalties imposed on the corporation as a result of the distribution;
(b) The director or officer voted for or assented to that distribution as a director, or participated beyond the level of a ministerial function in making that distribution as an officer; and
(c) The party asserting liability establishes that, when taking the action, the director or officer violated the standard of conduct set forth in subsection (2) of this section.
(2) A director or officer may be held liable under this section:
(a) For a distribution by a charitable corporation, or a distribution of assets held for charitable purposes, if the director did not comply with RCW 24.03A.495 or the officer did not comply with RCW 24.03A.590; or
(b) If the conduct of the director or officer with respect to the distribution constitutes gross negligence.
(3) A director or officer held liable under this section for an unlawful distribution is entitled to:
(a) Contribution from every other director or officer who could be held liable under this section for the unlawful distribution; and
(b) Recoupment from each person of the pro rata portion of the amount of the unlawful distribution the person received:
(i) Whether or not the person knew the distribution was made in violation of this chapter, for a distribution by a charitable corporation or of property held for charitable purposes; or
(ii) Knowing the distribution was made in violation of this chapter, for a distribution of property not held for charitable purposes.
(4) A proceeding to enforce:
(a) The liability of a director or officer under this section is barred, unless it is commenced within three years after the date on which the distribution was made; or
(b) Contribution or recoupment under subsection (3) of this section is barred, unless it is commenced within one year after the liability of the claimant under this section has been finally adjudicated.
[ 2021 c 176 § 2702.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.615 - Conflicting interest transactions—Voidability.

RCW 24.03A.615
Conflicting interest transactions—Voidability.
(1) A contract or transaction between a nonprofit corporation and one or more of its members, directors, or officers; or between a nonprofit corporation and any other entity in which one or more of its directors or officers are directors or officers, hold a similar position, or have a financial interest is not void or voidable solely for that reason, or solely because the member, director, or officer is present at or participates in the meeting of the board that authorizes the contract or transaction or solely because his or her or their votes are counted for that purpose, if:
(a) The material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the board and the board in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested directors even though the disinterested directors are less than a quorum;
(b) The material facts as to the relationship or interest of the member, director, or officer and as to the contract or transaction are disclosed or are known to the members entitled to vote thereon, if any, and the contract or transaction is specifically approved in good faith by vote of those members; or
(c) The contract or transaction is fair as to the corporation as of the time the board or the members authorize, approve, or ratify the transaction.
(2) Interested directors or directors holding a similar position in the other entity involved in a contract or transaction specified in subsection (1) of this section may be counted in determining the presence of a quorum at a meeting of the board that authorizes the contract or transaction.
(3) This section is applicable except as provided in the articles or bylaws.
[ 2021 c 176 § 2703.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.620 - Business opportunities.

RCW 24.03A.620
Business opportunities.
(1) The taking advantage, directly or indirectly, by a director or officer of a business opportunity may not be the subject of equitable relief, or give rise to an award of damages or other sanctions against the director or officer, in a proceeding by or in the right of the nonprofit corporation on the ground that the opportunity should have first been offered to the corporation, if before becoming legally obligated or entitled respecting the opportunity the director or officer brings it to the attention of the corporation and action by the members or the directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures set forth in RCW 24.03A.615, as if the decision being made concerned a conflicting interest transaction.
(2) In any proceeding seeking equitable relief or other remedies, based upon an alleged improper taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1) of this section before taking advantage of the opportunity does not support an inference that the opportunity should have been first presented to the nonprofit corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
[ 2021 c 176 § 2704.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.625 - Removal by judicial proceeding.

RCW 24.03A.625
Removal by judicial proceeding.
(1) The court may remove a director or officer from office in a proceeding commenced by or in the right of the corporation if the court finds that:
(a) The director or officer engaged in fraudulent conduct with respect to the corporation or its members, knowingly inflicted harm on the corporation, or engaged in acts or omissions constituting gross negligence with respect to the director's or officer's duties; and
(b) Considering the course of conduct of the director or officer and the inadequacy of other available remedies, removal would be in the best interest of the corporation.
(2) An action under this section may be commenced by a member, individual director, or delegate. The attorney general may also commence an action under this section if the corporation holds property for charitable purposes.
(3) The court, in addition to removing the director or officer, may bar the director or officer from being reelected, redesignated, or reappointed as a director, an officer, or both for a period prescribed by the court.
(4) Nothing in this section limits the equitable powers of the court to order other relief.
(5) If a proceeding is commenced under this section to remove a director or officer of a charitable corporation, then the plaintiff shall give the attorney general notice in the form of a record of the commencement of the proceeding.
[ 2021 c 176 § 2705.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.630 - Indemnification and advance for expenses.

RCW 24.03A.630
Indemnification and advance for expenses.
The provisions of RCW 23B.08.500 through 23B.08.603, or their successors, apply to any corporation to which this chapter applies. For purposes of this chapter:
(1) All references in those provisions to shares of a corporation are deemed to refer to membership interests in the nonprofit corporation.
(2) All references in those provisions to shareholders are deemed to refer to members of the nonprofit corporation.
(3) All references in those provisions to a shareholders meeting are deemed to refer to a meeting of the members of the nonprofit corporation.
(4) All references in those provisions to transactions from which directors or officers will personally receive a benefit to which they are not entitled are deemed to include transactions approved or implemented by a director or officer knowing them to be in violation of RCW 24.03A.155.
(5) This section does not limit a nonprofit corporation's power to indemnify, advance expenses to, or provide or maintain insurance on behalf of an employee, agent, or volunteer.
[ 2021 c 176 § 2706.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.635 - Directors and officers under 18 years of age.

RCW 24.03A.635
Directors and officers under 18 years of age.
No director or officer of a corporation who is under 18 years of age shall have authority to execute any document on behalf of the corporation, or otherwise to bind the corporation with respect to any other party, without the written concurrence of one or more other directors or officers of the corporation who are at least 18 years of age and would, between them, have independent authority to execute the same document or to bind the corporation in the same way.
[ 2021 c 176 § 2707.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.640 - Authority to amend.

RCW 24.03A.640
Authority to amend.
(1) A nonprofit corporation may amend its articles of incorporation, from time to time, so long as its articles as amended contain only provisions that are lawful under this chapter.
(2) Amendments to the articles of a charitable corporation to include one or more purposes of the corporation substantially different from the corporation's purposes before the amendment are subject to the reporting requirement set out in RCW 24.03A.075.
[ 2021 c 176 § 3101.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.645 - Amendment of articles by nonmembership corporation.

RCW 24.03A.645
Amendment of articles by nonmembership corporation.
(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation's articles by the vote of a majority of the directors in office.
(2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.
(3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to:
(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) Delete the names and addresses of the initial directors;
(c) Notwithstanding RCW 24.03A.100(1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and
(d) Restate without change all of the then operative provisions of the articles.
[ 2021 c 176 § 3102.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.650 - Amendment before admission of members.

RCW 24.03A.650
Amendment before admission of members.
If a membership corporation has not yet admitted members, then its board may adopt one or more amendments to the articles.
[ 2021 c 176 § 3103.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.660 - Voting on amendments by voting groups.

RCW 24.03A.660
Voting on amendments by voting groups.
(1) If a nonprofit corporation has more than one class of members entitled to vote on an amendment to the articles, then the articles or bylaws may provide that the members of each class entitled to vote on the amendment are entitled to vote as a separate voting group if the amendment would change the rights, powers, preferences, or limitations of the class.
(2) If a class of members will be divided into two or more classes by an amendment to the articles, then the amendment must be approved by a majority of the members of each class that will be created.
[ 2021 c 176 § 3105.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.665 - Articles of amendment.

RCW 24.03A.665
Articles of amendment.
After an amendment to the articles has been adopted and approved in the manner required by RCW 24.03A.640 through 24.03A.705 and by the articles, the nonprofit corporation shall deliver to the secretary of state for filing articles of amendment, which must be executed by an officer or other authorized representative and set forth:
(1) The name of the corporation;
(2) The text of the amendment adopted;
(3) The date of the amendment's adoption; and
(4) If the amendment:
(a) Was adopted by the board without member approval, a statement that the amendment was adopted by the board of directors, and that member approval was not required; or
(b) Required approval by the members, a statement that the amendment was approved by the members in the manner required by this chapter and by the articles and bylaws.
[ 2021 c 176 § 3106.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.670 - Restated articles of incorporation.

RCW 24.03A.670
Restated articles of incorporation.
(1) The board of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change.
(2) A restatement of the articles may include one or more amendments to the articles. If restated articles of incorporation of a nonmembership corporation include one or more new amendments, then these amendments must have been adopted and approved as provided in RCW 24.03A.645. If restated articles of incorporation of a membership corporation include one or more new amendments that require member approval, then the amendments must have been adopted and approved as provided in RCW 24.03A.650 or 24.03A.655, as appropriate.
(3) A nonprofit corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the nonprofit corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) If the restatement does not include any amendments to the articles, a statement of that fact;
(b) If the restatement contains one or more amendments to the articles, the information required by RCW 24.03A.665 (1) through (4).
(4) The articles of restatement and the certificate must be executed by an officer or other authorized representative.
(5) Duly adopted restated articles of incorporation supersede the original articles and all amendments thereto.
(6) The secretary of state shall certify restated articles of incorporation as the articles currently in effect.
[ 2021 c 176 § 3107.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.675 - Amendment of articles pursuant to reorganization.

RCW 24.03A.675
Amendment of articles pursuant to reorganization.
(1) A nonprofit corporation's articles of incorporation may be amended without action by the board or the members to carry out a plan of reorganization ordered or decreed by any court of competent jurisdiction in a proceeding relating to the corporation.
(2) An individual designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court's order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was entered; and
(e) A statement that the court had jurisdiction of the proceeding.
(3) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
[ 2021 c 176 § 3108.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.680 - Effective date.

RCW 24.03A.680
Effective date.
Unless a delayed effective date is specified, articles of amendment or restated articles of incorporation become effective on the date the articles of amendment or restated articles of incorporation are filed by the secretary of state.
[ 2021 c 176 § 3109.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.685 - Effect of articles of amendment.

RCW 24.03A.685
Effect of articles of amendment.
(1) Except as provided in subsection (2) of this section, an amendment to the articles does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(2) No amendment to the articles shall modify any restriction imposed through any means upon property held for charitable purposes unless, before the delivery of the amendment to the secretary of state for filing, the restriction is modified:
(a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or
(b) In the case of any other restriction, pursuant to RCW 24.03A.190.
(3) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the articles unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.
[ 2021 c 176 § 3110.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.690 - Power to amend bylaws.

RCW 24.03A.690
Power to amend bylaws.
The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.
[ 2021 c 176 § 3111.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.695 - Bylaw amendments requiring member approval.

RCW 24.03A.695
Bylaw amendments requiring member approval.
(1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws:
(a) That would eliminate any existing right, power, or privilege of membership contained in the bylaws;
(b) Under RCW 24.03A.345, providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships[,] or other matters;
(c) Under RCW 24.03A.360, levying dues, assessments, or fees on some or all of the members;
(d) Under RCW 24.03A.375, relating to the termination or suspension of members; or
(e) Under RCW 24.03A.380, authorizing the purchase of memberships.
(2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection (1) of this section to the corporation.
(3) If a nonprofit corporation has more than one class of members, then the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that:
(a) Is described in subsection (1) of this section, if the amendment would affect the members of that class differently than the members of another class; or
(b) Has any of the effects described in RCW 24.03A.655(1)(j).
(4) If a class of members will be divided into two or more classes by an amendment to the bylaws, then the amendment must be approved by a majority of the members of each class that will be created.
[ 2021 c 176 § 3112.]
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.700 - Effect of bylaw amendment.

RCW 24.03A.700
Effect of bylaw amendment.
(1) No amendment to the bylaws shall modify any restriction imposed through any means upon property held for charitable purposes unless, before or simultaneously with the adoption of the bylaws amendment, the restriction is modified:
(a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or
(b) In the case of any other restriction, pursuant to RCW 24.03A.190.
(2) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the bylaws unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.
[ 2021 c 176 § 3113.]
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.705 - Approval of amendments by third parties.

RCW 24.03A.705
Approval of amendments by third parties.
(1) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board or members.
(2) The articles or bylaws may require that an amendment to the bylaws be approved in the form of a record by a specified person or group of persons in addition to the board or members.
(3) A requirement in the articles or bylaws described in subsection (1) or (2) of this section may only be amended with the approval in the form of a record of the specified person or group of persons.
[ 2021 c 176 § 3114.]
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.710 - Definitions.

RCW 24.03A.710
Definitions.
The definitions in this section apply throughout this section and RCW 24.03A.715 through 24.03A.750 unless the context clearly requires otherwise.
(1) "Eligible interests" means interests or shares.
(2) "Interests" means either or both of the following rights under the organic law of an unincorporated entity:
(a) The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
(b) The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business, activities, or affairs.
(3) "Merger" means a transaction pursuant to RCW 24.03A.730.
(4) "Party to a merger" means any domestic or foreign nonprofit corporation or eligible entity that will merge under a plan of merger.
(5) "Shares" means the units into which the proprietary interests in a domestic or foreign for-profit corporation are divided.
(6) "Survivor" in a merger means the corporation or eligible entity into which one or more other corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.
[ 2021 c 176 § 3201.]
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.715 - Property held for charitable purposes.

RCW 24.03A.715
Property held for charitable purposes.
(1) In a merger under RCW 24.03A.710 through 24.03A.750, property held for charitable purposes by a nonprofit corporation may not be diverted from charitable purposes.
(2) The survivor of any merger under RCW 24.03A.710 through 24.03A.750 remains bound by any restriction imposed through any means upon property held for charitable purposes by any party to the merger including, but not limited to, any restriction that affects existing rights of persons other than members, shareholders, or interest holders of the other party, unless the restriction is modified:
(a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or
(b) In the case of any other restriction, pursuant to RCW 24.03A.190.
(3) Property held by a nonprofit corporation for charitable purposes upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger, must be returned, transferred, or conveyed in accordance with that condition.
(4) A corporation that is not a charitable corporation but holds property for charitable purposes shall deliver to the attorney general notice of its intent to consummate a merger, unless the survivor of the merger is a charitable corporation. The notice must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed transaction is to be approved. Such a merger may not be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the transaction, approval of the transaction is deemed to have been given.
(5) The notice described in subsection (4) of this section shall include:
(a) A statement specifying how the merger will comply with subsections (1) through (3) of this section; and
(b) A brief description of:
(i) Real property held by the corporation for charitable purposes, and its nature and location;
(ii) Cash, bank deposits, brokerage accounts, or other financial assets held by the corporation for charitable purposes, and their approximate total fair market value;
(iii) Other personal property held by the corporation for charitable purposes, and its nature and approximate total fair market value; and
(iv) All gift restrictions applicable to any property described in (b)(i) through (iii) of this subsection, and the nature of those restrictions.
[ 2021 c 176 § 3202.]
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.720 - Prohibition of financial benefit.

RCW 24.03A.720
Prohibition of financial benefit.
A person who is a member, director, officer, interest holder, or otherwise affiliated with a charitable corporation or any other eligible entity with a charitable purpose may not receive a direct or indirect financial benefit in connection with a merger governed by RCW 24.03A.710 through 24.03A.750 to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation, the federal government, a tribal government, a state or local government, a governmental subdivision, or an eligible entity that is organized exclusively for charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
[ 2021 c 176 § 3203.]
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.725 - Limitations on charitable corporations.

RCW 24.03A.725
Limitations on charitable corporations.
(1) A charitable corporation may merge only with:
(a) Another charitable corporation;
(b) A foreign corporation that, if it were a domestic corporation, would qualify under this chapter as a charitable corporation; or
(c) A foreign or domestic for-profit or nonprofit corporation, or unincorporated entity, only if the charitable corporation is the surviving corporation and continues to qualify as a charitable corporation after the merger.
(2) No member of a charitable corporation may receive or keep anything as a result of a merger other than a membership in the surviving charitable corporation, unless:
(a) The attorney general, or the court in a proceeding in which the attorney general has been given notice, has provided prior written consent; or
(b) The member is a charitable corporation, another entity that is organized and operated exclusively for one or more charitable purposes, the federal government, or a tribal, state, or local government.
[ 2021 c 176 § 3204.]
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.740 - Articles of merger.

RCW 24.03A.740
Articles of merger.
(1) After a plan of merger has been adopted and approved as required by RCW 24.03A.710 through 24.03A.750, articles of merger must be executed on behalf of each party to the merger by an officer or other authorized representative of the party. The articles of merger shall set forth:
(a) The names of the parties to the merger;
(b) If the articles of the surviving domestic nonprofit corporation are being changed, or if a new domestic nonprofit corporation is created as a result of a merger, the changes to the articles of the surviving corporation or the articles of the new corporation;
(c) If the plan of merger required approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement that the plan was approved by the members and, if voting by any separate voting group was required, by each separate voting group entitled to vote, in the manner required by this chapter and the articles or bylaws;
(d) If the plan of merger did not require approval by the members of a domestic nonprofit corporation that was a party to the merger, a statement to that effect;
(e) If a party to the merger is a noncharitable corporation holding property for charitable purposes, and the survivor is not a charitable corporation, a statement that the attorney general has approved, or is deemed to have approved, the merger pursuant to RCW 24.03A.715; and
(f) As to each foreign nonprofit corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was authorized as required by the organic law of the corporation or eligible entity.
(2) Terms of articles of merger may be made dependent on facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060(3).
(3) Articles of merger must be delivered to the secretary of state for filing by the surviving entity of the merger and shall take effect at the effective time provided in RCW 23.95.210. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.
[ 2021 c 176 § 3207.]
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.750 - Abandonment of merger.

RCW 24.03A.750
Abandonment of merger.
(1) Unless otherwise provided in a plan of merger or in the organic law of a foreign nonprofit corporation or a domestic or foreign eligible entity that is a party to a merger, after the plan has been adopted and approved as required by RCW 24.03A.710 through 24.03A.750, and at any time before the merger has become effective, it may be abandoned by a domestic nonprofit corporation that is a party thereto without action by its members, in accordance with any procedures set forth in the plan of merger or, if no procedures are set forth in the plan, in the manner determined by the board, subject to any contractual rights of other parties to the merger.
(2) If a merger is abandoned under subsection (1) of this section after articles of merger have been filed by the secretary of state but before the merger has become effective, then a statement that the merger has been abandoned in accordance with this section, executed on behalf of a party to the merger by an officer or other authorized representative, must be delivered to the secretary of state for filing before the effective date of the merger. Upon filing by the secretary of state, the statement takes effect and the merger is deemed abandoned and shall not become effective.
[ 2021 c 176 § 3209.]
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.755 - Definitions.

RCW 24.03A.755
Definitions.
The definitions in this section apply throughout this section and RCW 24.03A.760 through 24.03A.880 unless the context clearly requires otherwise.
(1) "Conversion" means a transaction authorized by RCW 24.03A.810, 24.03A.835, or 24.03A.855.
(2) "Converting corporation" means the domestic or foreign nonprofit or for-profit corporation that approves a conversion pursuant to RCW 24.03A.755 through 24.03A.880 or its organic law.
(3) "Converting entity" means the domestic or foreign entity that approves a conversion pursuant to RCW 24.03A.855 or its organic law.
(4) "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication.
(5) "Domesticating corporation" means the domestic nonprofit corporation that adopts a plan of domestication pursuant to RCW 24.03A.790 or the foreign nonprofit corporation that approves a domestication pursuant to its organic law.
(6) "Domestication" means a transaction authorized by RCW 24.03A.785.
(7) "Surviving corporation" means the corporation as it continues in existence immediately after consummation of a for-profit conversion pursuant to RCW 24.03A.810, a foreign for-profit conversion and domestication pursuant to RCW 24.03A.835, or an entity conversion pursuant to RCW 24.03A.855.
(8) "Surviving entity" means the unincorporated entity as it continues in existence immediately after consummation of an entity conversion pursuant to RCW 24.03A.855.
[ 2021 c 176 § 3301.]
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.760 - Excluded transactions.

RCW 24.03A.760
Excluded transactions.
RCW 24.03A.755 through 24.03A.880 may not be used to effect a transaction that:
(1) Converts a nonprofit or mutual insurance company to a for-profit stock corporation; or
(2) Is governed by chapter 70.45 RCW.
[ 2021 c 176 § 3302.]
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.765 - Required approvals.

RCW 24.03A.765
Required approvals.
If a domestic or foreign nonprofit corporation or eligible entity may not be a party to a merger or sale of its assets without the approval of a federal or state agency other than the secretary of state, then the corporation or eligible entity shall not be a party to a transaction under RCW 24.03A.755 through 24.03A.880 without the prior approval of that agency.
[ 2021 c 176 § 3303.]
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.775 - Prohibition on financial benefit.

RCW 24.03A.775
Prohibition on financial benefit.
A person who is a member, interest holder, or otherwise affiliated with a charitable corporation or an unincorporated entity with charitable purposes may not receive a direct or indirect financial benefit in connection with a transaction governed by RCW 24.03A.755 through 24.03A.880 to which the charitable corporation or unincorporated entity is a party unless the person is itself a charitable corporation, the federal government, a tribal, state, or local government, a governmental subdivision, or an unincorporated entity that has charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.
[ 2021 c 176 § 3305.]
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.780 - Voting rights in existing corporations.

RCW 24.03A.780
Voting rights in existing corporations.
For any corporation formed before January 1, 2022, any member or other person who is entitled under the articles or bylaws to vote on or approve a merger transaction involving the corporation is deemed entitled, to the same extent, to vote on or approve any transaction under RCW 24.03A.755 through 24.03A.880 involving the corporation.
[ 2021 c 176 § 3306.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.