Revised Code of Washington - RCW Title 24 Corporations And Associations (Nonprofit) - Chapter 24.03 Washington Nonprofit Corporation Act

  • 24.03.005 Definitions
    As used in this chapter, unless the context otherwise requires, the term: (1) "Corporation" or "domestic corporation" means a corporation not for profit subject to ...
  • 24.03.007 Standards for electronic filing -- Rules
    The secretary of state may adopt rules to facilitate electronic filing. The rules will detail the circumstances under which the electronic filing of records will ...
  • 24.03.008 Records submitted for filing -- Exact or conformed copies
    A record submitted to the secretary of state for filing under this chapter must be accompanied by an exact or conformed copy of the record, ...
  • 24.03.009 Notice by electronic transmission -- Consent required -- When effective
    (1) A notice to be provided by electronic transmission must be electronically transmitted. (2) Notice to members and directors in an electronic transmission that otherwise ...
  • 24.03.010 Applicability
    The provisions of this chapter relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All not for profit corporations heretofore ...
  • 24.03.015 Purposes
    Corporations may be organized under this chapter for any lawful purpose or purposes, including, without being limited to, any one or more of the following ...
  • 24.03.017 Corporation may elect to have chapter apply to it -- Procedure
    Any corporation organized under any act of the state of Washington for any one or more of the purposes for which a corporation may be ...
  • 24.03.020 Incorporators
    One or more persons of the age of eighteen years or more, or a domestic or foreign, profit or nonprofit, corporation, may act as incorporator ...
  • 24.03.025 Articles of incorporation
    The articles of incorporation shall set forth: (1) The name of the corporation. (2) The period of duration, which may be perpetual or for a ...
  • 24.03.027 Filing false statements -- Penalty
    See RCW 43.07.210. ...
  • 24.03.030 Limitations
    A corporation subject to this chapter: (1) Shall not have or issue shares of stock; (2) Shall not make any disbursement of income to its ...
  • 24.03.035 General powers
    Each corporation shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles ...
  • 24.03.040 Defense of ultra vires
    No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason ...
  • 24.03.043 Indemnification of agents of any corporation authorized
    See RCW 23B.17.030. ...
  • 24.03.045 Corporate name
    The corporate name: (1) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than one ...
  • 24.03.046 Reservation of exclusive right to use a corporate name
    The exclusive right to the use of a corporate name may be reserved by: (1) Any person intending to organize a corporation under this title. ...
  • 24.03.047 Registration of corporate name
    Any corporation, organized and existing under the laws of any state or territory of the United States may register its corporate name under this title, ...
  • 24.03.048 Renewal of registration of corporate name
    A corporation which has in effect a registration of its corporate name, may renew such registration from year to year by annually filing an application ...
  • 24.03.050 Registered office and registered agent
    Each corporation shall have and continuously maintain in this state: (1) A registered office which may be, but need not be, the same as its ...
  • 24.03.055 Change of registered office or registered agent
    A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state in ...
  • 24.03.060 Service of process on corporation
    The registered agent so appointed by a corporation shall be an agent of such corporation upon whom any process, notice or demand required or permitted ...
  • 24.03.065 Members -- Member committees
    (1) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of ...
  • 24.03.070 Bylaws
    The initial bylaws of a corporation shall be adopted by its board of directors. The power to alter, amend or repeal the bylaws or adopt ...
  • 24.03.075 Meetings of members and committees of members
    Meetings of members and committees of members may be held at such place, either within or without this state, as stated in or fixed in ...
  • 24.03.080 Notice of members' meetings
    (1) Notice, in the form of a record, in a tangible medium, or in an electronic transmission, stating the place, day, and hour of the ...
  • 24.03.085 Voting
    (1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified ...
  • 24.03.090 Quorum
    The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of ...
  • 24.03.095 Board of directors
    The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the ...
  • 24.03.100 Number and election or appointment of directors
    The board of directors of a corporation shall consist of one or more individuals. The number of directors shall be fixed by or in the ...
  • 24.03.103 Removal of directors
    The bylaws or articles of incorporation may contain a procedure for removal of directors. If the articles of incorporation or bylaws provide for the election ...
  • 24.03.1031 Judicial removal of directors
    (1) The superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove ...
  • 24.03.105 Vacancies
    Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may ...
  • 24.03.110 Quorum of directors
    A majority of the number of directors fixed by, or in the manner provided in the bylaws, or in the absence of a bylaw fixing ...
  • 24.03.113 Assent presumed -- Procedures for dissent or abstention
    A director of a corporation who is present at a meeting of its board of directors at which action on any corporate matter is taken ...
  • 24.03.115 Committees
    If the articles of incorporation or the bylaws so provide, the board of directors, by resolution adopted by a majority of the directors in office, ...
  • 24.03.120 Place and notice of directors' meetings
    Meetings of the board of directors, regular or special, may be held either within or without this state. Regular meetings of the board of directors ...
  • 24.03.125 Officers
    The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, and a treasurer, each of whom shall be ...
  • 24.03.127 Duties of a director
    A director shall perform the duties of a director, including the duties as a member of any committee of the board upon which the director ...
  • 24.03.130 Removal of officers
    Any officer elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests ...
  • 24.03.135 Required documents in the form of a record -- Inspection -- Copying
    Each corporation shall keep at its registered office, its principal office in this state, or at its secretary's office if in this state, the following ...
  • 24.03.140 Loans to directors and officers prohibited
    No loans shall be made by a corporation to its directors or officers. The directors of a corporation who vote for or assent to the ...
  • 24.03.145 Filing of articles of incorporation
    The articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of incorporation conform to ...
  • 24.03.150 Effect of filing the articles of incorporation
    Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall be conclusive evidence that all conditions ...
  • 24.03.155 Organization meetings
    After the issuance of the certificate of incorporation an organization meeting of the board of directors named in the articles of incorporation shall be held, ...
  • 24.03.160 Right to amend articles of incorporation
    A corporation may amend its articles of incorporation, from time to time, in any and as many respects as may be desired, so long as ...
  • 24.03.165 Procedure to amend articles of incorporation
    Amendments to the articles of incorporation shall be made in the following manner: (1) Where there are members having voting rights, with regard to the ...
  • 24.03.170 Articles of amendment
    The articles of amendment shall be executed by the corporation by an officer of the corporation, and shall set forth: (1) The name of the ...
  • 24.03.175 Filing of articles of amendment
    The articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of amendment conform to ...
  • 24.03.180 Effect of filing of articles of amendment
    Upon the filing of the articles of amendment by the secretary of state, or on such later date, not more than thirty days subsequent to ...
  • 24.03.183 Restated articles of incorporation
    A domestic corporation may at any time restate its articles of incorporation by a resolution adopted by the board of directors. A corporation may amend ...
  • 24.03.185 Procedure for merger
    Any two or more domestic corporations subject to this chapter may merge into one of such corporations pursuant to a plan of merger approved in ...
  • 24.03.190 Procedure for consolidation
    Any two or more domestic corporations subject to this chapter may consolidate into a new corporation pursuant to a plan of consolidation approved in the ...
  • 24.03.195 Approval of merger or consolidation
    A plan of merger or consolidation shall be adopted in the following manner: (1) Where the members of any merging or consolidating corporation have voting ...
  • 24.03.200 Articles of merger or consolidation
    (1) Upon such approval, articles of merger or articles of consolidation shall be executed by each corporation by an officer of each corporation, and shall ...
  • 24.03.205 Merger or consolidation -- When effective
    A merger or consolidation shall become effective upon the filing of the articles of merger or articles of consolidation with the secretary of state, or ...
  • 24.03.207 Merger or consolidation of domestic and foreign corporation
    One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation ...
  • 24.03.210 Effect of merger or consolidation
    When such merger or consolidation has been affected: (1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, ...
  • 24.03.215 Sale, lease, exchange, or other disposition of assets not in the ordinary course of business
    A sale, lease, exchange, or other disposition of all, or substantially all, the property and assets of a corporation, if not in the ordinary course ...
  • 24.03.217 Sale, lease, exchange, or disposition of assets in course of business -- Mortgage and pledge of assets
    The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course ...
  • 24.03.220 Voluntary dissolution
    A corporation may dissolve and wind up its affairs in the following manner: (1) Where there are members having voting rights with regard to the ...
  • 24.03.225 Distribution of assets
    The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the corporation ...
  • 24.03.230 Plan of distribution
    A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process ...
  • 24.03.235 Revocation of voluntary dissolution proceedings
    A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action theretofore taken ...
  • 24.03.240 Articles of dissolution
    If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities and obligations of the corporation shall have been paid and discharged, or ...
  • 24.03.245 Filing of articles of dissolution
    Articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution conform to law, ...
  • 24.03.250 Involuntary dissolution
    A corporation may be dissolved involuntarily by a decree of the superior court in an action filed by the attorney general when it is established ...
  • 24.03.255 Notification to attorney general
    The secretary of state shall certify, from time to time, the names of all corporations which have given cause for dissolution as provided in RCW ...
  • 24.03.260 Venue and process
    Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general either in the superior court of the county in ...
  • 24.03.265 Jurisdiction of court to liquidate assets and affairs of corporation
    Superior courts shall have full power to liquidate the assets and affairs of a corporation: (1) In an action by a member, director, or the ...
  • 24.03.270 Procedure in liquidation of corporation by court
    In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to issue injunctions, to appoint a receiver or ...
  • 24.03.290 Decree of involuntary dissolution
    In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of such proceedings and all debts, obligations, and liabilities ...
  • 24.03.295 Filing of decree of dissolution
    In case the court shall enter a decree dissolving a corporation, it shall be the duty of the clerk of such court to cause a ...
  • 24.03.300 Survival of remedy after dissolution -- Extension of duration of corporation
    The dissolution of a corporation either (1) by the filing and issuance of a certificate of dissolution, voluntary or administrative, by the secretary of state, ...
  • 24.03.302 Administrative dissolution -- Grounds -- Notice -- Reinstatement--Fee set by rule -- Corporate name -- Survival of actions
    A corporation shall be administratively dissolved by the secretary of state upon the conditions prescribed in this section when the corporation: (1) Has failed to ...
  • 24.03.3025 Administrative dissolution or revocation of a certificate of authority -- Corporation name not distinguishable from name of governmental entity -- Application by governmental entity
    RCW 23B.14.203 applies to this chapter.[1997 c 12 § 2.] ...
  • 24.03.303 Reinstatement under certain circumstances -- Request for relief
    The secretary of state may, where exigent or mitigating circumstances are presented, reinstate to full active status any corporation previously in good standing which would ...
  • 24.03.305 Admission of foreign corporation
    No foreign corporation shall have the right to conduct affairs in this state until it shall have procured a certificate of authority so to do ...
  • 24.03.307 Foreign degree-granting institution branch campus -- Acts not deemed transacting business in state
    In addition to those acts that are specified in RCW 24.03.305 (1) through (11), a foreign degree-granting institution that establishes an approved branch campus in ...
  • 24.03.310 Powers of foreign corporation
    A foreign corporation which shall have received a certificate of authority under this chapter shall, until a certificate of revocation or of withdrawal shall have ...
  • 24.03.315 Corporate name of foreign corporation -- Fictitious name
    No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation complies with the provisions of RCW 24.03.045. ...
  • 24.03.320 Change of name by foreign corporation
    Whenever a foreign corporation which is authorized to conduct affairs in this state shall change its name to one under which a certificate of authority ...
  • 24.03.325 Application for certificate of authority
    A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall make application therefor to the secretary of ...
  • 24.03.330 Filing of application for certificate of authority
    The application of the corporation for a certificate of authority shall be delivered to the secretary of state. If the secretary of state finds that ...
  • 24.03.332 Certificate of authority as insurance company -- Filing of records
    For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner ...
  • 24.03.334 Certificate of authority as insurance company -- Registration or reservation of name
    For those corporations that intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever ...
  • 24.03.335 Effect of certificate of authority
    Upon the filing of the application for certificate of authority by the secretary of state, the corporation shall be authorized to conduct affairs in this ...
  • 24.03.340 Registered office and registered agent of foreign corporation
    Each foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state: (1) A registered office which may be, ...
  • 24.03.345 Change of registered office or registered agent of foreign corporation
    A foreign corporation authorized to conduct affairs in this state may change its registered office or change its registered agent, or both, upon filing in ...
  • 24.03.350 Service on foreign corporation
    The registered agent so appointed by a foreign corporation authorized to conduct affairs in this state shall be an agent of such corporation upon whom ...
  • 24.03.360 Merger of foreign corporation authorized to conduct affairs in this state
    Whenever a foreign corporation authorized to conduct affairs in this state shall be a party to a statutory merger permitted by the laws of the ...
  • 24.03.365 Amended certificate of authority
    A foreign corporation authorized to conduct affairs in this state shall procure an amended certificate of authority in the event it changes its corporate name, ...
  • 24.03.370 Withdrawal of foreign corporation
    A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of ...
  • 24.03.375 Filing of application for withdrawal
    An application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms to the provisions ...
  • 24.03.380 Revocation of certificate of authority -- Notice
    (1) The certificate of authority of a foreign corporation to conduct affairs in this state shall be revoked by the secretary of state upon the ...
  • 24.03.385 Issuance of certificate of revocation
    Upon revoking any certificate of authority under RCW 24.03.380, the secretary of state shall: (1) Issue a certificate of revocation in duplicate. (2) File one ...
  • 24.03.386 Foreign corporations -- Application for reinstatement
    (1) A corporation revoked under RCW 24.03.380 may apply to the secretary of state for reinstatement within three years after the effective date of revocation. ...
  • 24.03.388 Foreign corporations -- Fees for application for reinstatement -- Filing current annual report -- Penalties established by rule
    (1) An application processing fee as provided in RCW 24.03.405 shall be charged for an application for reinstatement under RCW 24.03.386. (2) An application processing ...
  • 24.03.390 Conducting affairs without certificate of authority
    No foreign corporation which is conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding ...
  • 24.03.395 Annual report of domestic and foreign corporations -- Biennial filing may be authorized
    Each domestic corporation, and each foreign corporation authorized to conduct affairs in this state, shall file, within the time prescribed by this chapter, an annual ...
  • 24.03.400 Filing of annual or biennial report of domestic and foreign corporations -- Notice -- Reporting dates
    Not less than thirty days prior to a corporation's renewal date, or by December 1 of each year for a nonstaggered renewal, the secretary of ...
  • 24.03.405 Fees for filing documents and issuing certificates
    (1) The secretary of state shall charge and collect for: (a) Filing articles of incorporation, thirty dollars. (b) Filing an annual report of a domestic ...
  • 24.03.410 Miscellaneous fees
    The secretary of state shall establish fees by rule and collect: (1) For furnishing a certified copy of any charter document or any other record, ...
  • 24.03.415 Disposition of fees
    Any money received by the secretary of state under the provisions of this chapter shall be by him paid into the state treasury as provided ...
  • 24.03.417 Fees for services by secretary of state
    See RCW 43.07.120. ...
  • 24.03.420 Penalties imposed upon corporation
    Each corporation, domestic or foreign, that fails or refuses to answer truthfully and fully within the time prescribed by this chapter interrogatories propounded by the ...
  • 24.03.425 Penalties imposed upon directors and officers
    Each director and officer of a corporation, domestic or foreign, who fails or refuses within the time prescribed by this chapter to answer truthfully and ...
  • 24.03.430 Interrogatories by secretary of state
    The secretary of state may propound to any corporation, domestic or foreign, subject to the provisions of this chapter, and to any officer or director ...
  • 24.03.435 Confidential nature of information disclosed by interrogatories
    Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection nor shall the secretary of state disclose ...
  • 24.03.440 Power and authority of secretary of state
    The secretary of state shall have the power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of ...
  • 24.03.445 Appeal from disapproval of secretary of state
    If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other record required by this ...
  • 24.03.450 Certificates and certified copies to be received in evidence
    All certificates issued by the secretary of state in accordance with the provisions of this chapter, and all copies of records filed in the office ...
  • 24.03.455 Greater voting requirements
    Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation require the vote or ...
  • 24.03.460 Waiver of notice
    Whenever any notice is required to be given to any member or director of a corporation under the provisions of this chapter or under the ...
  • 24.03.465 Action by members or directors without a meeting
    Any action required by this chapter to be taken at a meeting of the members or directors of a corporation, or any action which may ...
  • 24.03.470 Unauthorized assumption of corporate powers
    All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities ...
  • 24.03.480 Postsecondary education loans -- Interest rates
    A nonprofit corporation may charge interest upon any loan made under a program to finance postsecondary education at any rate or rates of interest which ...
  • 24.03.490 Public benefit nonprofit corporation designation established
    There is hereby established the special designation "public benefit not for profit corporation" or "public benefit nonprofit corporation." A corporation may be designated as a ...
  • 24.03.500 Public benefit nonprofit corporations -- Temporary designation
    A temporary designation as a public benefit nonprofit corporation may be provided to a corporation that has applied for tax exempt status under 26 U.S.C. ...
  • 24.03.510 Public benefit nonprofit corporations -- Application
    The secretary shall develop an application process for new and existing corporations to apply for public benefit nonprofit corporation status.[1989 c 291 § 6.]Notes:      Finding ...
  • 24.03.520 Public benefit nonprofit corporations -- Renewal
    The designation "public benefit nonprofit corporation" shall be renewed annually. The secretary may schedule renewals in conjunction with existing corporate renewals.[1989 c 291 § 7.]Notes: ...
  • 24.03.530 Public benefit nonprofit corporations -- Fees
    The secretary may establish fees to cover the cost of renewals.[1989 c 291 § 8.]Notes:      Finding -- Severability -- 1989 c 291: See notes following ...
  • 24.03.540 Public benefit nonprofit corporations -- Removal of status
    The secretary may remove a corporation's public benefit nonprofit corporation designation if it does not comply with the provisions of this chapter or does not ...
  • 24.03.900 Short title
    This chapter shall be known and may be cited as the "Washington nonprofit corporation act."[1967 c 235 § 1.] ...
  • 24.03.905 Savings -- 1967 c 235
    Any corporation existing on the date when this chapter takes effect shall continue to exist as a corporation despite any provision of this chapter changing ...
  • 24.03.910 Severability -- 1967 c 235
    If a court of competent jurisdiction shall adjudge to be invalid or unconstitutional any clause, sentence, paragraph, section or part of this chapter, such judgment ...
  • 24.03.915 Notice to existing corporations
    (1) The secretary of state shall notify all existing nonprofit corporations thirty days prior to the effective date of this chapter, that in the event ...
  • 24.03.920 Repealer -- Exception
    The following acts or parts of acts, except insofar as may be applicable to the rights, powers and duties of persons and corporations not subject ...
  • 24.03.925 Effective date -- 1967 c 235
    This chapter shall become effective July 1, 1969.[1967 c 235 § 99.] ...

Last modified: April 7, 2009