Revised Code of Washington - RCW Title 24 Corporations And Associations (Nonprofit) - Chapter 24.06 Nonprofit Miscellaneous And Mutual Corporations Act

24.06.005 Definitions
As used in this chapter, unless the context otherwise requires, the term: (1) "Corporation" or "domestic corporation" means a mutual corporation or miscellaneous corporation subject ...

24.06.010 Application of chapter
The provisions of this chapter relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All corporations which were heretofore organized ...

24.06.015 Purposes
Corporations may be organized under this chapter for any lawful purpose including but not limited to mutual, social, cooperative, fraternal, beneficial, service, labor organization, and ...

24.06.020 Incorporators
One or more individuals, partnerships, corporations or governmental bodies or agencies may incorporate a corporation by signing and delivering articles of incorporation in duplicate to ...

24.06.025 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 ...

24.06.030 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 ...

24.06.032 Additional rights and powers authorized
In addition to any other rights and powers granted under this chapter, any mutual or miscellaneous corporation that was organized under this chapter prior to ...

24.06.035 Nonprofit status -- Members', officers' immunity from liability
(1) A corporation subject to the provisions of this chapter shall not engage in any business, trade, a vocation or profession for profit: PROVIDED, That ...

24.06.040 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 ...

24.06.043 Indemnification of agents of any corporation authorized
See RCW 23B.17.030. ...

24.06.045 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 ...

24.06.046 Reservation of exclusive right to use 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. ...

24.06.047 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, ...

24.06.048 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 ...

24.06.050 Registered office and registered agent
Each domestic corporation and foreign corporation authorized to do business in this state shall have and continuously maintain in this state: (1) A registered office ...

24.06.055 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 a ...

24.06.060 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 ...

24.06.065 Members
A corporation may have one or more classes of members. The designation of such class or classes, the manner of election, appointment or admission to ...

24.06.070 Shares -- Issuance -- Payment -- Subscription agreements
(1) Each corporation which is organized with capital stock shall have the power to create and issue the number of shares stated in its articles ...

24.06.075 Shares -- Consideration, fixing
(1) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be ...

24.06.080 Shares -- Certificates
The shares of a corporation shall be represented by certificates signed by the president or vice president and the secretary or an assistant secretary of ...

24.06.085 Liability of shareholders, subscribers, assignees, executors, trustees, etc
A holder of or subscriber to shares of a corporation shall be under no obligation to the corporation or its creditors with respect to such ...

24.06.090 Preemptive share acquisition rights
The preemptive right of a shareholder to acquire unissued shares of a corporation may be limited or denied to the extent provided in the articles ...

24.06.095 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 ...

24.06.100 Meetings of members and shareholders
Meetings of members and/or shareholders may be held at such place, either within or without this state, as may be provided in the bylaws. In ...

24.06.105 Notice of meetings
Written or printed notice or, if specifically permitted by the articles of incorporation or bylaws of the corporation, notice given by electronic transmission, stating the ...

24.06.110 Voting
The right of a class or classes of members or shareholders to vote may be limited, enlarged or denied to the extent specified in the ...

24.06.115 Quorum
The articles of incorporation or the bylaws may provide the number or percentage of votes which members or shareholders are entitled to cast in person, ...

24.06.120 Class voting
A class of members or shareholders shall be entitled to vote as a class upon any proposition, whether or not entitled to vote thereon by ...

24.06.125 Board of directors
The affairs of the corporation shall be managed by a board of directors. Directors need not be residents of this state or members or shareholders ...

24.06.130 Number and election of directors
The number of directors of a corporation shall be not less than three and shall be fixed by the bylaws: PROVIDED, That the number of ...

24.06.135 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 ...

24.06.140 Quorum of directors
A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of ...

24.06.145 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, ...

24.06.150 Directors' meetings
Meetings of the board of directors, regular or special, may be held either within or without this state, and upon such notice as the bylaws ...

24.06.153 Duties of director or officer -- Standards -- Liability
(1) A director shall discharge the duties of a director, including duties as a member of a committee, and an officer with discretionary authority shall ...

24.06.155 Officers
The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant ...

24.06.160 Books and records
Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, shareholders, board of ...

24.06.165 Loans to directors or officers
No loans exceeding or more favorable than those which are customarily made to members or shareholders shall be made by a corporation to its directors ...

24.06.170 Filing of articles of incorporation
Duplicate originals of the articles of incorporation shall be delivered to the secretary of state. If the secretary of state finds that the articles of ...

24.06.175 Effect of filing of articles of incorporation
Upon the filing of the articles of incorporation, the corporate existence shall begin, and the certificate of incorporation shall, except as against the state in ...

24.06.180 Organization meeting
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, ...

24.06.185 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 ...

24.06.190 Procedure to amend articles of incorporation
Amendments to the articles of incorporation shall be made in the following manner: A corporation's board of directors may amend the articles of incorporation to ...

24.06.195 Articles of amendment
The articles of amendment shall be executed in duplicate originals by the corporation by an officer of the corporation, and shall set forth: (1) The ...

24.06.200 Filing of articles of amendment -- Procedure
Duplicate originals of the articles of amendment shall be delivered to the secretary of state. If the secretary of state finds that the articles of ...

24.06.205 When amendment becomes effective -- Existing actions and rights not affected
Upon the filing of the articles of amendment by the secretary of state, the amendment shall become effective and the articles of incorporation shall be ...

24.06.207 Restated articles of incorporation
A domestic corporation may at any time restate its articles of incorporation as theretofore amended, by a resolution adopted by the board of directors. Upon ...

24.06.210 Procedure for merger
Any two or more domestic corporations may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in ...

24.06.215 Procedure for consolidation
Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this ...

24.06.220 Approval of merger or consolidation
A plan of merger or consolidation shall be adopted in the following manner: The board of directors of such corporation shall adopt a resolution approving ...

24.06.225 Articles of merger or consolidation
(1) Upon approval, articles of merger or articles of consolidation shall be executed in duplicate originals by each corporation, by an officer of each corporation, ...

24.06.230 Merger or consolidation -- When effected
Upon the filing of articles of merger, or the articles of consolidation by the secretary of state, the merger or consolidation shall be effected.[1982 c ...

24.06.233 Merger or consolidation of domestic and foreign corporation -- Participation in an exchange
One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange in the following manner, ...

24.06.235 Effect of merger or consolidation
When such merger or consolidation has been effected: (1) The several corporations party to the plan of merger or consolidation shall be a single corporation, ...

24.06.240 Sale, lease, exchange, etc., of property and assets
A sale, lease, exchange, or other disposition of all or substantially all of the property and assets of a corporation may be made upon such ...

24.06.245 Right of member or shareholder to dissent
Any member or shareholder of a corporation shall have the right to dissent from any of the following corporate actions: (1) Any plan of merger ...

24.06.250 Exercise of right of dissent -- Rights and liabilities
Any member or shareholder electing to exercise such right of dissent shall file with the corporation, prior to or at the meeting of members and ...

24.06.255 Payment of fair value to dissenting member or shareholder
Notwithstanding any provision in this chapter for the payment of fair value to a dissenting member or shareholder, (1) the articles of incorporation may provide ...

24.06.260 Voluntary dissolution
A corporation may dissolve and wind up its affairs in the following manner: (1) The board of directors shall adopt a resolution recommending that the ...

24.06.265 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 ...

24.06.270 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 ...

24.06.275 Articles of dissolution
If voluntary dissolution proceedings have not been revoked, then after all debts, liabilities and obligations of the corporation shall have been paid and discharged, or ...

24.06.280 Filing of articles of dissolution
Duplicate originals of articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that such articles of dissolution ...

24.06.285 Involuntary dissolution
A corporation may be dissolved by decree of the superior court in an action filed on petition of the attorney general upon a showing that: ...

24.06.290 Proceedings for involuntary dissolution -- Rights, duties, and remedies -- Penalties -- Fee set by rule
Failure of the corporation to file its annual report within the time required shall not derogate from the rights of its creditors, or prevent the ...

24.06.293 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 § 3.] ...

24.06.295 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 ...

24.06.300 Jurisdiction of court to liquidate assets and dissolve corporation
The superior court shall have full power to liquidate the assets and to provide for the dissolution of a corporation when: (1) In any action ...

24.06.305 Procedure in liquidation of corporation in court
(1) In proceedings to liquidate the assets and affairs of a corporation the court shall have the power to: (a) Issue injunctions; (b) Appoint a ...

24.06.310 Qualifications of receivers -- Bond
A receiver shall in all cases be a citizen of the United States or a corporation for profit authorized to act as receiver, which corporation ...

24.06.315 Filing of claims in liquidation proceedings
In proceedings to liquidate the assets and affairs of a corporation the court may require all creditors of the corporation to file with the clerk ...

24.06.320 Discontinuance of liquidation proceedings
The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that ...

24.06.325 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 ...

24.06.330 Filing of decree of dissolution
In case the court shall enter a decree dissolving a corporation, it shall be the duty of the court clerk to cause a certified copy ...

24.06.335 Survival of remedies after dissolution
The dissolution of a corporation whether (1) by the filing and issuance of a certificate of dissolution, voluntary or involuntary, by the secretary of state, ...

24.06.340 Admission of foreign corporation
(1) No foreign corporation shall have the right to conduct affairs in this state until it shall have procured a certificate of authority from the ...

24.06.345 Powers and duties, etc., 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 ...

24.06.350 Corporate name of foreign corporation
No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation complies with the provisions of RCW 24.06.045. ...

24.06.355 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 ...

24.06.360 Certificate of authority -- Application for, contents
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 ...

24.06.365 Filing of application for certificate of authority -- Issuance
Duplicate originals of the application of the corporation for a certificate of authority shall be delivered to the secretary of state together with a certificate ...

24.06.367 Certificate of authority as insurance company -- Filing of documents
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 ...

24.06.369 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 ...

24.06.370 Effect of filing application for 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 ...

24.06.375 Registered office and registered agent of foreign corporation
Every foreign corporation authorized to conduct affairs in this state shall have and continuously maintain in this state: (1) A registered office which may but ...

24.06.380 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 ...

24.06.385 Resignation of registered agent
Any registered agent in this state appointed by a foreign corporation may resign as such agent upon filing a written notice thereof, executed in duplicate, ...

24.06.390 Service of process upon registered agent
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 ...

24.06.395 Service of process upon secretary of state
Whenever a foreign corporation authorized to conduct affairs in this state shall fail to appoint or maintain a registered agent in this state, or whenever ...

24.06.400 Amendment to articles of incorporation of foreign corporation
Whenever the articles of incorporation of a foreign corporation authorized to conduct affairs in this state are amended, such foreign corporation shall, within thirty days ...

24.06.405 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 ...

24.06.410 Amended certificate of authority
A foreign corporation authorized to conduct affairs in this state shall apply for an amended certificate of authority in the event that it wishes to ...

24.06.415 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 ...

24.06.420 Filing of application for withdrawal -- Issuance of certificate of withdrawal
Duplicate originals of an application for withdrawal shall be delivered to the secretary of state. If the secretary of state finds that such application conforms ...

24.06.425 Revocation of certificate of authority
(1) The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the ...

24.06.430 Issuance and filing of certificate of revocation -- Effect
Upon revoking any certificate of authority under RCW 24.06.425, the secretary of state shall: (1) Issue a certificate of revocation in duplicate. (2) File one ...

24.06.433 Foreign corporations--Application for reinstatement
(1) A corporation revoked under RCW 24.06.425 may apply to the secretary of state for reinstatement within three years after the effective date of revocation. ...

24.06.435 Conducting affairs without certificate of authority
No foreign corporation conducting affairs in this state without a certificate of authority shall be permitted to maintain any action, suit, or proceeding in any ...

24.06.440 Annual or biennial report of domestic and foreign corporations
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 ...

24.06.445 Filing of annual or biennial report of domestic and foreign corporations
An annual or biennial report of each domestic or foreign corporation shall be delivered to the secretary of state between the first day of January ...

24.06.450 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, ten dollars. (c) ...

24.06.455 Miscellaneous fees
The secretary of state shall establish by rule, fees for the following: (1) For furnishing a certified copy of any charter document or any other ...

24.06.460 Disposition of fees
Any money received by the secretary of state under the provisions of this chapter shall be deposited forthwith into the state treasury as provided by ...

24.06.462 Fees for services by secretary of state
See RCW 43.07.120. ...

24.06.465 Penalties imposed upon corporation -- Penalty established by secretary of state
(1) Each corporation, domestic or foreign, which fails or refuses to file its annual report for any year within the time prescribed by this chapter ...

24.06.470 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 ...

24.06.475 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 ...

24.06.480 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 ...

24.06.485 Power and authority of secretary of state
The secretary of state shall have all power and authority reasonably necessary for the efficient and effective administration of this chapter, including the adoption of ...

24.06.490 Appeal from secretary of state's actions
(1) If the secretary of state shall fail to approve any articles of incorporation, amendment, merger, consolidation, or dissolution, or any other document required by ...

24.06.495 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 documents filed in the office ...

24.06.500 Greater voting requirements
Whenever, with respect to any action to be taken by the members, shareholders or directors of a corporation, the articles of incorporation require the vote ...

24.06.505 Waiver of notice
Whenever any notice is required to be given to any member, shareholder or director of a corporation under the provisions of this chapter or under ...

24.06.510 Action by members or directors without a meeting
Any action required by this chapter to be taken at a meeting of the members, shareholders or directors of a corporation, or any action which ...

24.06.515 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 ...

24.06.520 Reinstatement and renewal of corporate existence -- Fee
If the term of existence of a corporation which was organized under this chapter, or which has availed itself of the privileges thereby provided expires, ...

24.06.525 Reorganization of corporations or associations in accordance with this chapter
Any corporation or association organized under any other statute may be reorganized under the provisions of this chapter by adopting and filing amendments to its ...

24.06.600 Locally regulated utilities -- Attachments to poles
(1) As used in this section: (a) "Attachment" means the affixation or installation of any wire, cable or other physical material capable of carrying electronic ...

24.06.610 Tariff for irrigation pumping service -- Authority for locally regulated utility to buy back electricity
The board may approve a tariff for irrigation pumping service that allows the locally regulated utility to buy back electricity from customers to reduce electricity ...

24.06.900 Short title
This chapter shall be known and may be cited as the "Nonprofit Miscellaneous and Mutual Corporation Act".[1982 c 35 § 163; 1969 ex.s. c 120 ...

24.06.905 Existing liabilities not terminated -- Continuation of corporate existence -- Application of chapter
The enactment of this chapter shall not have the effect of terminating, or in any way modifying, any liability, civil or criminal, which shall already ...

24.06.910 Severability -- 1969 ex.s. c 120
If any provision of this chapter, or its application to any person or circumstance is held invalid, the remainder of the chapter, or the application ...

24.06.915 Notice to existing corporations
(1) The secretary of state shall notify all existing miscellaneous and mutual corporations thirty days prior to the date this chapter becomes effective as to ...

24.06.920 Effective date -- 1969 ex.s. c 120
This chapter is necessary for the immediate preservation of the public peace, health and safety, the support of the state government and its existing public ...