reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 24 - Corporations and Associations (Nonprofit) › Chapter 24.03A - Washington Nonprofit Corporation Act. › 24.03A.785 - Domestication.

RCW 24.03A.785
Domestication.
(1) A foreign nonprofit corporation may become a domestic nonprofit corporation only if the law of the foreign jurisdiction allows the domestication.
(2) A domestic nonprofit corporation may become a foreign nonprofit corporation if the law of the foreign jurisdiction allows the domestication.
(3) Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication must be approved by the corporation's adoption of a plan of domestication in the manner provided in RCW 24.03A.755 through 24.03A.880.
(4) The plan of domestication shall include:
(a) A statement of the jurisdiction in which the corporation is to be domesticated;
(b) The terms and conditions of the domestication;
(c) The manner and basis of canceling or reclassifying the memberships of the corporation following its domestication into memberships, obligations, rights to acquire memberships, cash, other property, or any combination of the foregoing;
(d) If the corporation is a charitable corporation or is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); and
(e) Any desired changes to the articles or bylaws of the corporation in connection with its domestication.
(5) The plan of domestication may also include a provision that the plan may be amended before filing the document required by the laws of this state or the other jurisdiction to consummate the domestication; except that, after approval of the plan by the members, the plan may not be amended without the approval of the members entitled to vote thereon to change:
(a) The amount or kind of memberships, obligations, rights to acquire memberships, cash, or other property to be received by the members under the plan;
(b) The articles as they will be in effect immediately following the domestication, except for changes permitted by RCW 24.03A.655 or by comparable provisions of the laws of the other jurisdiction; or
(c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(6) Terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060(3).
(7) If any debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred[,] or executed by a domestic nonprofit corporation before January 1, 2022, contains a provision applying to a merger of the corporation and the document does not refer to a domestication of the corporation, then the provision is deemed to apply to a domestication of the corporation until the provision is amended after that date.
[ 2021 c 176 § 3307.]
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.795 - Articles of domestication.

RCW 24.03A.795
Articles of domestication.
(1) Articles of domestication must be executed on behalf of the domesticating corporation by an officer or other authorized representative. The articles shall set forth:
(a) The name and jurisdiction of incorporation of the domesticating corporation;
(b) The name and jurisdiction of incorporation of the domesticated entity; and
(c) If the domesticating corporation is a domestic nonprofit corporation, a statement that the plan of domestication was approved in accordance with RCW 24.03A.755 through 24.03A.880 or, if the domesticating corporation is a foreign nonprofit corporation, a statement that the domestication was approved in accordance with the law of its jurisdiction of incorporation.
(2) The articles of domestication must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210.
(3) If the domesticating corporation is a foreign corporation, then the domesticating corporation must, simultaneously with the delivery of the articles of domestication, deliver articles of incorporation that comply with this title to the secretary of state for filing and the secretary of state shall file the articles. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the corporation must be included and the name of the corporation must satisfy the requirements of RCW 24.03A.095.
(4) If the domesticating corporation is a registered foreign corporation, then its registration is terminated automatically on the effective date of its domestication, and the secretary of state shall record the termination of the registration.
[ 2021 c 176 § 3309.]
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.800 - Effect of domestication.

RCW 24.03A.800
Effect of domestication.
(1) Except as provided in RCW 24.03A.770, when a domestication becomes effective:
(a) The title to all real and personal property, both tangible and intangible, of the domesticating corporation remains in the domesticated corporation without reversion or impairment;
(b) The liabilities of the domesticating corporation remain the liabilities of the domesticated corporation;
(c) An action or proceeding pending against the domesticating corporation continues against the domesticated corporation as if the domestication had not occurred;
(d) The articles of incorporation filed pursuant to RCW 24.03A.795(3) constitute the articles of a foreign corporation domesticating in Washington state;
(e) The memberships in the domesticating corporation are reclassified into memberships, obligations, rights to acquire memberships, or cash or other property in accordance with the terms of the domestication, and the members are entitled only to the rights provided by those terms;
(f) Gift restrictions binding the domestic corporation remain in place as if the domestication had not occurred, unless modified in accordance with RCW 24.03A.190;
(g) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the domesticating corporation before or after the domestication, inures to the domesticated corporation, subject to the express terms of the will or other instrument; and
(h) The domesticating corporation is deemed to be:
(i) Incorporated under and subject to the organic law of the domesticated corporation for all purposes; and
(ii) The same corporation without interruption as the domesticating corporation.
(2) The interest holder liability of a member in a foreign nonprofit corporation that is domesticated in the state of Washington is as follows:
(a) The domestication does not discharge any interest holder liability under the laws of the foreign jurisdiction to the extent the interest holder liability arose before the effective time of the articles of domestication.
(b) The member does not have interest holder liability under the laws of the foreign jurisdiction for any debt, obligation, or liability of the corporation that arises after the effective time of the articles of domestication.
(c) The provisions of the laws of the foreign jurisdiction continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the domestication had not occurred.
(d) The domestication has no effect on any member's rights of contribution from other members provided by the laws of the foreign jurisdiction with respect to any interest holder liability preserved by (a) of this subsection.
[ 2021 c 176 § 3310.]
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.805 - Abandonment of domestication.

RCW 24.03A.805
Abandonment of domestication.
(1) Unless otherwise provided in a plan of domestication of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the domestication has become effective, it may be abandoned by the members if there are members entitled to vote on the plan of domestication, or by the board without action by members.
(2) If a domestication is abandoned under subsection (1) of this section after articles of domestication have been filed by the secretary of state but before the domestication has become effective, then a statement that the domestication has been abandoned in accordance with this section, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing before the effective date of the domestication. The statement takes effect upon filing and the domestication is abandoned and does not become effective.
(3) If the domestication of a foreign nonprofit corporation in Washington state is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication have been filed by the secretary of state, then a statement that the domestication has been abandoned, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing. The statement takes effect upon filing and the domestication is abandoned and does not become effective.
[ 2021 c 176 § 3311.]
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.820 - Articles of for-profit conversion.

RCW 24.03A.820
Articles of for-profit conversion.
(1) Articles of for-profit conversion must be executed on behalf of the converting corporation by an officer of the corporation. The articles shall set forth:
(a) If the surviving corporation is a domestic business corporation, the name of the corporation immediately before the filing of the articles of for-profit conversion and if that name does not satisfy the requirements of RCW 23B.04.010, or the corporation desires to change its name in connection with the conversion, a name that satisfies the requirements of RCW 23B.04.010;
(b) Whether the corporation is holding assets for charitable purposes;
(c) If the corporation is holding assets for charitable purposes, that the attorney general has approved, or is deemed to have approved, the for-profit conversion pursuant to RCW 24.03A.770(4);
(d) If the surviving corporation is a foreign for-profit corporation, its name after the conversion and its jurisdiction of incorporation;
(e) If the nonprofit corporation has members with voting rights with respect to the for-profit conversion, a statement that the plan of for-profit conversion was approved by the members in the manner required by this chapter and the articles or bylaws; and
(f) Where there are no members or no members having voting rights with respect to the for-profit conversion, a statement to that effect, the date of the meeting of the board at which the amendment was adopted, and a statement that the amendment received the vote of a majority of directors in office.
(2) If the surviving corporation is a domestic for-profit corporation, then the articles of for-profit conversion shall either contain all of the provisions that RCW 23B.02.020 requires to be set forth in articles of incorporation of a domestic for-profit corporation and any other desired provisions permitted under Title 23B RCW, or have attached articles of incorporation that satisfy the requirements of RCW 23B.02.020. In either case, provisions that would not be required to be included in restated articles of incorporation of a domestic for-profit corporation may be omitted, except that the name and address of the initial registered agent of the for-profit corporation must be included.
(3) The articles of for-profit conversion and articles of incorporation, if a separate document, must be delivered to the secretary of state for filing, and take effect at the effective time provided in RCW 23.95.210.
[ 2021 c 176 § 3314.]
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.825 - Effect of for-profit conversion.

RCW 24.03A.825
Effect of for-profit conversion.
(1) Except as provided in RCW 24.03A.770, when a conversion of a domestic nonprofit corporation to a domestic or foreign for-profit corporation becomes effective:
(a) The title to all real and personal property, both tangible and intangible, of the corporation remains in the corporation without reversion or impairment;
(b) The liabilities of the corporation remain the liabilities of the corporation;
(c) An action or proceeding pending against the corporation continues against the corporation as if the conversion had not occurred;
(d) The articles of the domestic or foreign for-profit corporation become effective;
(e) The memberships of the corporation are reclassified into shares or other securities, obligations, rights to acquire shares or other securities, or into cash or other property in accordance with the plan of conversion, and the members are entitled only to the rights provided in the plan of for-profit conversion;
(f) A devise, bequest, gift, grant, or promise contained in a will or other instrument, in trust or otherwise, made to or for the corporation before or after the for-profit conversion, continues to inure to the corporation, subject to the express terms of the will or other instrument; and
(g) The corporation is deemed to:
(i) Be a domestic or foreign for-profit corporation for all purposes; and
(ii) Be the same corporation without interruption as the nonprofit corporation.
(2) The interest holder liability of a member in a domestic nonprofit corporation that converts to a domestic for-profit corporation is as follows:
(a) The conversion does not discharge any interest holder liability of the member as a member of the nonprofit corporation to the extent the interest holder liability arose before the effective time of the articles of for-profit conversion.
(b) The member does not have interest holder liability for any debt, obligation, or liability of the for-profit corporation that arises after the effective time of the articles of for-profit conversion.
(c) The laws of this state continue to apply to the collection or discharge of any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred.
(d) The member has whatever rights of contribution from other members are provided by the laws of this state with respect to any interest holder liability preserved by (a) of this subsection, as if the conversion had not occurred.
(3) A member who becomes subject to interest holder liability for some or all of the debts, obligations, or liabilities of the for-profit corporation has interest holder liability only for those debts, obligations, or liabilities of the for-profit corporation that arise after the effective time of the articles of for-profit conversion.
[ 2021 c 176 § 3315.]
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.830 - Abandonment of for-profit conversion.

RCW 24.03A.830
Abandonment of for-profit conversion.
(1) Unless otherwise provided in a plan of for-profit conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the for-profit conversion has become effective, it may be abandoned by the members if there are members entitled to vote on the for-profit conversion, or by the board without action by members.
(2) If a for-profit conversion is abandoned under subsection (1) of this section after articles of for-profit conversion have been filed by the secretary of state but before the for-profit conversion has become effective, then a statement that the for-profit conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the for-profit conversion. The statement takes effect upon filing and the for-profit conversion is abandoned and does not become effective.
[ 2021 c 176 § 3316.]
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.835 - For-profit domestication and conversion.

RCW 24.03A.835
For-profit domestication and conversion.
A foreign for-profit corporation may become a domestic nonprofit corporation if the domestication and conversion is permitted by the law of the foreign jurisdiction.
[ 2021 c 176 § 3317.]
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.840 - Articles of domestication and conversion.

RCW 24.03A.840
Articles of domestication and conversion.
(1) Articles of domestication and conversion must be executed on behalf of the domesticating and converting corporation by an officer or other authorized representative. The articles shall set forth:
(a) The name of the corporation immediately before the filing of the articles of domestication and conversion and, if that name is unavailable for use in Washington state or the corporation desires to change its name in connection with the domestication and conversion, a name that satisfies the requirements of RCW 24.03A.095;
(b) The jurisdiction of incorporation of the corporation immediately before the filing of the articles of domestication and conversion and the date the corporation was incorporated in that jurisdiction; and
(c) A statement that the domestication and conversion of the corporation in this state was authorized as required by the laws of the jurisdiction in which the corporation was incorporated immediately before its domestication and conversion in Washington state.
(2) The articles of domestication and conversion shall either contain all of the provisions that RCW 24.03A.100(1) requires to be set forth in articles of incorporation and any other desired provisions that RCW 24.03A.100 (2) and (3) permit to be included in articles of incorporation, or have attached articles of incorporation that comply with this chapter. In either case, provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the domestic nonprofit corporation must be included.
(3) If the domesticating corporation is a foreign corporation, then the domesticating corporation must, simultaneously with the delivery of the articles of domestication and conversion, deliver articles of incorporation that comply with this chapter to the secretary of state for filing and the secretary of state shall file the articles. Provisions that would not be required to be included in restated articles of incorporation may be omitted, except that the name and address of the initial registered agent of the corporation must be included and the name of the corporation must satisfy the requirements of RCW 24.03A.095.
(4) If the foreign for-profit corporation is authorized to transact business in Washington state under chapter 23B.01 RCW, then its registration shall be terminated automatically on the effective date of its domestication and conversion and the secretary of state shall record the termination of registration.
[ 2021 c 176 § 3318.]
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.850 - Abandonment of for-profit domestication and conversion.

RCW 24.03A.850
Abandonment of for-profit domestication and conversion.
If the domestication and conversion of a foreign for-profit corporation to a domestic nonprofit corporation is abandoned in accordance with the laws of the foreign jurisdiction after articles of domestication and conversion have been filed by the secretary of state, then a statement that the domestication and conversion has been abandoned, executed by an officer or other authorized representative, must be delivered to the secretary of state for filing. The statement takes effect upon filing and the domestication and conversion is abandoned and does not become effective.
[ 2021 c 176 § 3320.]
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.855 - Entity conversion for noncharitable corporations.

RCW 24.03A.855
Entity conversion for noncharitable corporations.
(1) A domestic nonprofit corporation, other than a charitable corporation, may become a domestic unincorporated entity pursuant to a plan of entity conversion only if the entity conversion is permitted under the organic law governing the entity that would survive the entity conversion.
(2) A domestic nonprofit corporation, other than a charitable corporation, may become a foreign unincorporated entity if the entity conversion is permitted by the laws of the foreign jurisdiction.
(3) A domestic unincorporated entity may be converted into a domestic nonprofit corporation only if applicable Washington state law provides procedures for the approval of an entity conversion into a domestic nonprofit corporation.
(4) A foreign unincorporated entity may become a domestic nonprofit corporation if the law of the foreign jurisdiction authorizes it to become a nonprofit corporation in another jurisdiction.
(5) If any provision of a debt security, note, or similar evidence of indebtedness for money borrowed, whether secured or unsecured, or a contract of any kind, issued, incurred, or executed by a domestic nonprofit corporation before January 1, 2022, applies to a merger of the corporation and the document does not refer to an entity conversion of the corporation, then the provision is deemed to apply to an entity conversion of the corporation until the provision is later amended.
[ 2021 c 176 § 3321.]
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.860 - Plan of entity conversion.

RCW 24.03A.860
Plan of entity conversion.
(1) A plan of entity conversion shall include:
(a) A statement of the type of unincorporated entity the surviving entity will be and, if it will be a foreign unincorporated entity, its jurisdiction of organization;
(b) The terms and conditions of the conversion;
(c) The manner and basis of converting the memberships in the domestic nonprofit corporation following its conversion into interests or other securities, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing;
(d) If the corporation is holding assets for charitable purposes, a plan setting forth how the corporation will comply with RCW 24.03A.770 (1) through (3); and
(e) The full text, as they will be in effect immediately following the conversion, of the organic documents of the surviving entity.
(2) The plan of entity conversion may also include a provision that the plan may be amended before filing articles of entity conversion, except that after approval of the plan by the members the plan may not be amended to change:
(a) The amount or kind of memberships or other securities, interests, obligations, rights to acquire memberships, securities, or interests, cash, or other property to be received under the plan by the members;
(b) The organic documents that will be in effect immediately following the conversion, except for changes permitted by a provision of the organic law of the surviving entity comparable to RCW 24.03A.655(2); or
(c) Any of the other terms or conditions of the plan if the change would adversely affect any of the members in any material respect.
(3) Terms of a plan of entity conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with RCW 24.03A.060(3).
[ 2021 c 176 § 3322.]
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.880 - Abandonment of entity conversion.

RCW 24.03A.880
Abandonment of entity conversion.
(1) Unless otherwise provided in a plan of entity conversion of a domestic nonprofit corporation, after the plan has been adopted and approved as required by RCW 24.03A.755 through 24.03A.880, and at any time before the entity conversion has become effective, it may be abandoned by the members if there are members entitled to vote, or by the board without action by the members.
(2) If an entity conversion is abandoned after articles of entity conversion have been filed by the secretary of state but before the entity conversion has become effective, then a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer of the corporation, must be delivered to the secretary of state for filing before the effective date of the entity conversion. Upon filing, the statement takes effect and the entity conversion is abandoned and does not become effective.
[ 2021 c 176 § 3326.]
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.885 - Dispositions not requiring member approval.

RCW 24.03A.885
Dispositions not requiring member approval.
Unless the articles or bylaws otherwise provide, approval of the members of a nonprofit corporation is not required:
(1) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets:
(a) In the usual and regular course of its activities; or
(b) If the assets disposed of represent less than fifty percent of the total assets of the corporation and its consolidated subsidiaries, determined as of the end of the most recently completed fiscal year;
(2) To mortgage, pledge, dedicate to the repayment of indebtedness whether with or without recourse, or otherwise encumber any or all of the corporation's assets, whether or not in the usual and regular course of business its activities; or
(3) To transfer any or all of the corporation's assets to one or more corporations or other entities all of the memberships or interests of which are owned by the corporation.
[ 2021 c 176 § 3401.]
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.895 - Effect of dispositions.

RCW 24.03A.895
Effect of dispositions.
Unless a domestic entity that is a party to a disposition of assets obtains an appropriate order of the court or approval from the attorney general under the law of this state, a disposition of assets under RCW 24.03A.885 through 24.03A.902 may not affect:
(1) Any restriction imposed upon the entity by its organic documents or other governing authority that may not be amended by its directors, members, or interest holders; or
(2) The existing rights of persons other than members, shareholders, or interest holders of the entity.
[ 2021 c 176 § 3403.]
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.902 - Prohibition of financial benefit.

RCW 24.03A.902
Prohibition of financial benefit.
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 a disposition of assets governed by RCW 24.03A.885 through 24.03A.902 unless the person is a charitable corporation, the federal government, a tribal government, a 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 § 3405.]
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.904 - Authorization of voluntary dissolution.

RCW 24.03A.904
Authorization of voluntary dissolution.
(1) Unless the articles or bylaws require a greater vote, a majority of the directors in office of a nonprofit corporation may authorize the dissolution of any nonprofit corporation that is not a membership corporation or is a membership corporation but has no members entitled to vote on its dissolution.
(2) If a membership corporation has no members entitled to vote on dissolution, then the corporation shall deliver notice of the proposed dissolution to all members of the corporation at least ten days before the meeting at which the board is to authorize the dissolution.
(3) For a membership corporation that has members that are entitled to vote on its dissolution:
(a) The board may propose dissolution for submission to the members entitled to vote, and for such a proposal to dissolve to be authorized:
(i) The board shall recommend dissolution to the members entitled to vote on the dissolution, unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the dissolution;
(ii) The board may condition its submission of the proposal for dissolution on any basis, including approval of the proposed plan of distribution if required under RCW 24.03A.906;
(iii) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members that includes the following statements:
(A) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and
(B) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined; and
(iv) The members entitled to vote on the dissolution shall approve the proposal to dissolve as provided in (b) of this subsection.
(b) Unless the articles, the bylaws, or the board acting pursuant to (a)(ii) of this subsection requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members entitled to vote thereon requires the approval of at least a majority of those members at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the proposal, the approval by a majority of the members in each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present.
[ 2021 c 176 § 3501.]
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.910 - Articles of dissolution.

RCW 24.03A.910
Articles of dissolution.
(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260. The articles of dissolution shall set forth:
(a) The name of the corporation;
(b) The date of its incorporation;
(c) The effective date of the dissolution, which may be the date on which the articles of dissolution are filed or any date and time up to thirty days thereafter;
(d) Whether it is a membership corporation and, if it is a membership corporation, whether it has members that have a right to vote on its dissolution;
(e) If the corporation is not a membership corporation or has no members that have a right to vote on its dissolution, that the dissolution was authorized by the requisite number of directors;
(f) If the corporation is a membership corporation that has members that have a right to vote on its dissolution, that the requisite number of members has approved the proposal to dissolve;
(g) Whether the corporation is a charitable corporation or is holding property for charitable purposes;
(h) If the corporation is a charitable corporation or is holding property for charitable purposes, that the attorney general has approved, or is deemed to have approved, the corporation's plan of distribution pursuant to RCW 24.03A.908; and
(i) That the net assets of the corporation remaining after winding up have been, or will be, distributed in accordance with the corporation's articles and bylaws and the corporation's adopted plan of distribution.
(2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.
(3) For purposes of RCW 24.03A.904 through 24.03A.926, "dissolved corporation" means a nonprofit corporation whose articles of dissolution have become effective and includes a liquidating trust, if any, or other acquirer entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.
[ 2021 c 176 § 3504.]
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.912 - Revocation of dissolution.

RCW 24.03A.912
Revocation of dissolution.
(1) A nonprofit corporation may revoke its dissolution within one hundred twenty days of the effective date of the dissolution.
(2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members.
(3) Except as provided in subsection (4) of this section, after the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
(a) The name of the corporation;
(b) The effective date of the dissolution that was revoked;
(c) The date that the revocation of dissolution was authorized; and
(d) That the revocation of dissolution was approved in the manner required by this chapter and by the articles and bylaws.
(4) A charitable corporation or a nonprofit corporation holding property restricted to charitable purposes shall not deliver articles of revocation of dissolution to the secretary of state for filing without the approval of the attorney general. Such a corporation shall give the attorney general notice in the form of a record that it intends to revoke its dissolution, to which notice a copy of the articles of revocation of dissolution adopted in accordance with subsection (2) of this section must be attached. 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 revocation of dissolution, approval of the revocation of dissolution is deemed to have been given.
(5) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution.
(6) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.
[ 2021 c 176 § 3505.]
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.914 - Effect of dissolution.

RCW 24.03A.914
Effect of dissolution.
(1) A nonprofit corporation, the dissolution of which has been authorized, continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind;
(c) Discharging or making provision for discharging its liabilities;
(d) Distributing its remaining property as required by the plan of distribution; and
(e) Doing every other act necessary to wind up and liquidate its activities and affairs.
(2) Dissolution of or authorization to dissolve a nonprofit corporation does not:
(a) Transfer title to the corporation's property;
(b) Subject its directors or officers to standards of conduct different from those prescribed in RCW 24.03A.495 and 24.03A.590;
(c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;
(d) Prevent commencement of a proceeding by or against the corporation in its corporate name;
(e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution;
(f) Terminate the authority of the registered agent of the corporation; or
(g) Modify any gift restriction, unless the restriction is modified in accordance with RCW 24.03A.190.
[ 2021 c 176 § 3506.]
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.916 - Prohibition of financial benefit.

RCW 24.03A.916
Prohibition of financial benefit.
No person may receive a direct or indirect financial benefit in connection with the dissolution of a charitable corporation unless the person is an entity operated exclusively for one or more charitable purposes, the federal government, a tribal government, a state or local government, 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 § 3507.]
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.918 - Known claims against dissolved corporation.

RCW 24.03A.918
Known claims against dissolved corporation.
(1) A dissolved nonprofit corporation shall deliver notice of the dissolution in the form of a record to all of the corporation's known claimants within thirty days of the date when the corporation delivered articles of dissolution to the secretary of state for filing.
(2) A dissolved nonprofit corporation may dispose of the known claims against it by delivering a notice in the form of a record that meets the requirements listed in subsection (3) of this section to its known claimants at any time after the date when the corporation delivered articles of dissolution to the secretary of state for filing. Delivery of a notice under this subsection shall satisfy the requirement of subsection (1) of this section if the notice is delivered to all known claimants within thirty days of the date when the corporation delivered articles of dissolution to the secretary of state for filing.
(3) A notice to claimants under subsection (2) of this section must:
(a) Describe information that must be included in a claim;
(b) Provide a mailing address where a claim may be sent;
(c) State the deadline, which may not be fewer than one hundred twenty days from the effective date of the notice, by which the dissolved nonprofit corporation must receive the claim; and
(d) State that the claim will be barred if not received by the deadline.
(4) A claim against the dissolved nonprofit corporation is barred:
(a) If a claimant who was given notice under subsection (2) of this section does not deliver the claim to the dissolved corporation by the deadline; or
(b) If a claimant whose claim was rejected by the dissolved corporation does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejection notice.
(5) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
[ 2021 c 176 § 3508.]
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.920 - Other claims against dissolved corporation.

RCW 24.03A.920
Other claims against dissolved corporation.
(1) A dissolved nonprofit corporation may publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance with the notice.
(2) The notice must:
(a) Be published three times during three successive weeks in a newspaper of general circulation in the county where the principal office of the dissolved nonprofit corporation or, if none in this state, its registered office is or was last located;
(b) Describe the information that must be included in a claim and provide a mailing address where the claim shall be sent; and
(c) State that a claim against the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced within three years after the last publication of the notice.
(3) If the dissolved nonprofit corporation publishes a newspaper notice in accordance with subsection (2) of this section, then the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved corporation within three years after the last publication date of the newspaper notice:
(a) A claimant who was not given notice under RCW 24.03A.918;
(b) A claimant whose claim was timely sent to the dissolved corporation but not acted on; or
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
[ 2021 c 176 § 3509.]
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.922 - Enforcement of claims.

RCW 24.03A.922
Enforcement of claims.
A claim that is not barred by RCW 24.03A.918(4) or 24.03A.920(3) may be enforced:
(1) Against the dissolved nonprofit corporation, to the extent of its undistributed assets; or
(2) Except as provided in RCW 24.03A.924(4), if the assets have been distributed in liquidation, against any person, other than a creditor of the dissolved corporation, to whom the corporation distributed its property, subject to the following restrictions:
(a) Recovery is limited to the amount of the distributee's pro rata share of the claim or the corporate assets distributed to the distributee in liquidation, whichever is less;
(b) A distributee's total liability for all claims under this section may not exceed the total amount of assets distributed to the distributee; and
(c) A distributee is only liable to the extent permitted by existing common law or statutory remedies, and nothing in this section creates a separate cause of action against a distributee.
[ 2021 c 176 § 3510.]
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.924 - Court proceedings.

RCW 24.03A.924
Court proceedings.
(1) A dissolved nonprofit corporation that has published a notice under RCW 24.03A.918 may file an application with the court for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved corporation or that are based on an event occurring after the effective date of dissolution but that, based on the facts known to the dissolved corporation, are reasonably estimated to be presented after the effective date of dissolution. Provision need not be made for any claim that is or is reasonably anticipated to be barred under RCW 24.03A.918(3).
(2) Within ten days after the filing of the application, the dissolved corporation shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved corporation.
(3) The court may appoint a special representative to represent the interests of all claimants whose identities are unknown in any proceeding brought under this section. The dissolved corporation shall pay reasonable fees and expenses of the special representative, including all reasonable expert witness fees.
(4) Provision by the dissolved nonprofit corporation for security in the amount and the form ordered by the court under this section satisfies the dissolved corporation's obligations with respect to claims that are contingent, have not been made known to the dissolved corporation, or are based on an event occurring after the effective date of dissolution. Such claims may not be enforced against a person who received assets in liquidation.
[ 2021 c 176 § 3511.]
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.926 - Directors' duties.

RCW 24.03A.926
Directors' duties.
(1) Directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions of assets in accordance with the plan of distribution after payment or provision for claims.
(2) Directors of a dissolved corporation that has disposed of claims under RCW 24.03A.918, 24.03A.920, or 24.03A.924 are not liable for breach of subsection (1) of this section with respect to claims against the dissolved corporation that are barred or satisfied under RCW 24.03A.918, 24.03A.920, or 24.03A.924.
(3) Failure to dispose of claims under RCW 24.03A.918, 24.03A.920, or 24.03A.924 is not, in and of itself, a violation of this section.
[ 2021 c 176 § 3512.]
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.928 - Administrative dissolution.

RCW 24.03A.928
Administrative dissolution.
The secretary of state may commence a proceeding under RCW 23.95.610 to administratively dissolve a nonprofit corporation for any reason set forth in RCW 23.95.605.
[ 2021 c 176 § 3601.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.