Chapter 24.03A RCW
WASHINGTON NONPROFIT CORPORATION ACT
Sections
PART I FORMATION AND GENERAL CONDITIONS ARTICLE 1 GENERAL PROVISIONS | ||
| HTMLPDF | 24.03A.005 | Short title. |
| HTMLPDF | 24.03A.010 | Definitions. |
| HTMLPDF | 24.03A.015 | Notice. |
| HTMLPDF | 24.03A.020 | Service on corporations. |
| HTMLPDF | 24.03A.025 | Venue for actions. |
| HTMLPDF | 24.03A.030 | Application to existing nonprofit corporations. |
| HTMLPDF | 24.03A.035 | Application to registered foreign nonprofit corporations. |
| HTMLPDF | 24.03A.040 | Relationship to prior statutes. |
| HTMLPDF | 24.03A.045 | Relationship to other laws. |
| HTMLPDF | 24.03A.050 | Subordination to canon law. |
ARTICLE 2 FILING DOCUMENTS—SECRETARY OF STATE | ||
| HTMLPDF | 24.03A.055 | Applicability of uniform business organizations code. |
| HTMLPDF | 24.03A.060 | Filing requirements. |
| HTMLPDF | 24.03A.065 | Electronic filings. |
| HTMLPDF | 24.03A.070 | Annual report. |
| HTMLPDF | 24.03A.075 | Major changes by charitable corporations. |
| HTMLPDF | 24.03A.080 | Powers of secretary of state. |
| HTMLPDF | 24.03A.085 | Fees. |
ARTICLE 3 INCORPORATION | ||
| HTMLPDF | 24.03A.090 | Incorporators. |
| HTMLPDF | 24.03A.095 | Corporate name. |
| HTMLPDF | 24.03A.100 | Articles of incorporation. |
| HTMLPDF | 24.03A.105 | Effectiveness of incorporation. |
| HTMLPDF | 24.03A.110 | Requirement of registered agent. |
| HTMLPDF | 24.03A.115 | Liability for preincorporation transactions. |
| HTMLPDF | 24.03A.120 | Organization of corporations. |
| HTMLPDF | 24.03A.125 | Bylaws. |
ARTICLE 4 PURPOSES, POWERS, AND LIMITATIONS | ||
| HTMLPDF | 24.03A.130 | Purposes. |
| HTMLPDF | 24.03A.135 | Power to modify purposes. |
| HTMLPDF | 24.03A.140 | General powers. |
| HTMLPDF | 24.03A.145 | Emergency powers. |
| HTMLPDF | 24.03A.150 | Ultra vires action. |
| HTMLPDF | 24.03A.155 | Distributions prohibited. |
| HTMLPDF | 24.03A.160 | Reasonable compensation permitted. |
| HTMLPDF | 24.03A.165 | Property held for charitable purposes. |
| HTMLPDF | 24.03A.170 | Debt and security interests. |
| HTMLPDF | 24.03A.175 | Private foundations. |
ARTICLE 5 GIFT RESTRICTIONS | ||
| HTMLPDF | 24.03A.180 | Unrestricted gifts. |
| HTMLPDF | 24.03A.185 | Restricted gifts. |
| HTMLPDF | 24.03A.190 | Modification or release of gift restrictions. |
| HTMLPDF | 24.03A.195 | Binding agreement to modify or release restrictions. |
| HTMLPDF | 24.03A.200 | Judicial modification or release of restrictions. |
| HTMLPDF | 24.03A.205 | Charitable purpose survives. |
ARTICLE 6 BOOKS AND RECORDS | ||
| HTMLPDF | 24.03A.210 | Corporate records. |
| HTMLPDF | 24.03A.215 | Inspection by members. |
| HTMLPDF | 24.03A.220 | Scope of member's inspection right. |
| HTMLPDF | 24.03A.225 | Financial statements for members. |
| HTMLPDF | 24.03A.230 | Court-ordered inspection. |
| HTMLPDF | 24.03A.235 | Inspection by directors. |
| HTMLPDF | 24.03A.240 | Use of membership list. |
ARTICLE 7 PUBLIC BENEFIT CORPORATIONS | ||
| HTMLPDF | 24.03A.245 | Public benefit designation. |
| HTMLPDF | 24.03A.250 | Application and renewal. |
| HTMLPDF | 24.03A.255 | Removal of status. |
ARTICLE 8 FOREIGN CORPORATIONS | ||
| HTMLPDF | 24.03A.260 | Registration to do business. |
| HTMLPDF | 24.03A.265 | Effect of registration. |
| HTMLPDF | 24.03A.270 | Name of foreign nonprofit corporation. |
| HTMLPDF | 24.03A.275 | Registered agent of foreign nonprofit corporation. |
| HTMLPDF | 24.03A.280 | Service on foreign nonprofit corporation. |
| HTMLPDF | 24.03A.285 | Withdrawal of registration. |
| HTMLPDF | 24.03A.290 | Withdrawal upon conversion or dissolution. |
| HTMLPDF | 24.03A.295 | Amendment to registration upon conversion. |
| HTMLPDF | 24.03A.300 | Transfer of registration. |
| HTMLPDF | 24.03A.305 | Termination of registration. |
| HTMLPDF | 24.03A.310 | Judicial review of termination. |
PART II GOVERNANCE ARTICLE 1 MEMBERS AND MEMBERSHIPS | ||
| HTMLPDF | 24.03A.315 | Members. |
| HTMLPDF | 24.03A.320 | Scope of membership. |
| HTMLPDF | 24.03A.325 | Admission of members. |
| HTMLPDF | 24.03A.330 | Consideration for admission. |
| HTMLPDF | 24.03A.335 | Capital contributions. |
| HTMLPDF | 24.03A.340 | Rights and obligations. |
| HTMLPDF | 24.03A.345 | Differences in rights and obligations. |
| HTMLPDF | 24.03A.350 | Transfers of membership. |
| HTMLPDF | 24.03A.355 | Member's liability for corporate obligations. |
| HTMLPDF | 24.03A.360 | Member's liability for dues, fees, and assessments. |
| HTMLPDF | 24.03A.365 | Creditor's action against member. |
| HTMLPDF | 24.03A.370 | Resignation of member. |
| HTMLPDF | 24.03A.375 | Termination and suspension of membership. |
| HTMLPDF | 24.03A.380 | Repurchase of memberships. |
ARTICLE 2 DELEGATES | ||
| HTMLPDF | 24.03A.385 | Delegates. |
ARTICLE 3 MEMBERSHIP MEETINGS AND VOTING | ||
| HTMLPDF | 24.03A.390 | Annual and regular meetings. |
| HTMLPDF | 24.03A.395 | Special meetings. |
| HTMLPDF | 24.03A.400 | Court-ordered meeting. |
| HTMLPDF | 24.03A.405 | List of members for meeting. |
| HTMLPDF | 24.03A.410 | Notice of membership meeting. |
| HTMLPDF | 24.03A.415 | Waiver of notice. |
| HTMLPDF | 24.03A.420 | Record date. |
| HTMLPDF | 24.03A.425 | Conduct of meeting. |
| HTMLPDF | 24.03A.430 | Proxies. |
| HTMLPDF | 24.03A.435 | Voting entitlement of members. |
| HTMLPDF | 24.03A.440 | Membership quorum and voting requirements. |
| HTMLPDF | 24.03A.445 | Differing quorum and voting requirements. |
| HTMLPDF | 24.03A.450 | Voting for directors. |
| HTMLPDF | 24.03A.455 | Acceptance of ballots, consents, waivers, or proxies. |
| HTMLPDF | 24.03A.460 | Inspectors of election. |
| HTMLPDF | 24.03A.465 | Action by voting groups. |
| HTMLPDF | 24.03A.470 | Voting agreements. |
| HTMLPDF | 24.03A.475 | Action without meeting by unanimous written consent. |
| HTMLPDF | 24.03A.480 | Action without meeting by ballot. |
| HTMLPDF | 24.03A.485 | Procedure for remote meetings. |
ARTICLE 4 BOARD OF DIRECTORS | ||
| HTMLPDF | 24.03A.490 | Board of directors—Authority. |
| HTMLPDF | 24.03A.495 | Standards of conduct for directors. |
| HTMLPDF | 24.03A.500 | Qualification of directors. |
| HTMLPDF | 24.03A.505 | Number of directors. |
| HTMLPDF | 24.03A.510 | Selection of directors. |
| HTMLPDF | 24.03A.515 | Terms of directors, generally. |
| HTMLPDF | 24.03A.520 | Staggered terms for directors. |
| HTMLPDF | 24.03A.525 | Resignation of director. |
| HTMLPDF | 24.03A.530 | Removal of directors. |
| HTMLPDF | 24.03A.535 | Vacancy on board of directors. |
| HTMLPDF | 24.03A.540 | Liability of directors. |
| HTMLPDF | 24.03A.545 | Compensation of directors. |
ARTICLE 5 MEETINGS AND ACTION OF THE BOARD | ||
| HTMLPDF | 24.03A.550 | Meetings of the board. |
| HTMLPDF | 24.03A.555 | Notice of board meetings. |
| HTMLPDF | 24.03A.560 | Waiver of notice. |
| HTMLPDF | 24.03A.565 | Board quorum and voting requirements. |
| HTMLPDF | 24.03A.570 | Action without meeting by unanimous written consent. |
| HTMLPDF | 24.03A.575 | Board and advisory committees. |
| HTMLPDF | 24.03A.580 | Procedure for remote meetings. |
ARTICLE 6 OFFICERS | ||
| HTMLPDF | 24.03A.585 | Officers—Duties. |
| HTMLPDF | 24.03A.590 | Standards of conduct for officers. |
| HTMLPDF | 24.03A.595 | Resignation and removal of officers. |
| HTMLPDF | 24.03A.600 | Contract rights of officers. |
ARTICLE 7 PROVISIONS COMMON TO DIRECTORS AND OFFICERS | ||
| HTMLPDF | 24.03A.605 | Loans or guarantees. |
| HTMLPDF | 24.03A.610 | Liability for unlawful distributions. |
| HTMLPDF | 24.03A.615 | Conflicting interest transactions—Voidability. |
| HTMLPDF | 24.03A.620 | Business opportunities. |
| HTMLPDF | 24.03A.625 | Removal by judicial proceeding. |
| HTMLPDF | 24.03A.630 | Indemnification and advance for expenses. |
| HTMLPDF | 24.03A.635 | Directors and officers under 18 years of age. |
PART III FUNDAMENTAL TRANSACTIONS ARTICLE 1 AMENDMENT OF ARTICLES OR BYLAWS | ||
| HTMLPDF | 24.03A.640 | Authority to amend. |
| HTMLPDF | 24.03A.645 | Amendment of articles by nonmembership corporation. |
| HTMLPDF | 24.03A.650 | Amendment before admission of members. |
| HTMLPDF | 24.03A.655 | Amendment after admission of members. |
| HTMLPDF | 24.03A.660 | Voting on amendments by voting groups. |
| HTMLPDF | 24.03A.665 | Articles of amendment. |
| HTMLPDF | 24.03A.670 | Restated articles of incorporation. |
| HTMLPDF | 24.03A.675 | Amendment of articles pursuant to reorganization. |
| HTMLPDF | 24.03A.680 | Effective date. |
| HTMLPDF | 24.03A.685 | Effect of articles of amendment. |
| HTMLPDF | 24.03A.690 | Power to amend bylaws. |
| HTMLPDF | 24.03A.695 | Bylaw amendments requiring member approval. |
| HTMLPDF | 24.03A.700 | Effect of bylaw amendment. |
| HTMLPDF | 24.03A.705 | Approval of amendments by third parties. |
ARTICLE 2 MERGER | ||
| HTMLPDF | 24.03A.710 | Definitions. |
| HTMLPDF | 24.03A.715 | Property held for charitable purposes. |
| HTMLPDF | 24.03A.720 | Prohibition of financial benefit. |
| HTMLPDF | 24.03A.725 | Limitations on charitable corporations. |
| HTMLPDF | 24.03A.730 | Merger. |
| HTMLPDF | 24.03A.735 | Adoption of plan of merger. |
| HTMLPDF | 24.03A.740 | Articles of merger. |
| HTMLPDF | 24.03A.745 | Effect of merger. |
| HTMLPDF | 24.03A.750 | Abandonment of merger. |
ARTICLE 3 DOMESTICATION AND CONVERSION | ||
| HTMLPDF | 24.03A.755 | Definitions. |
| HTMLPDF | 24.03A.760 | Excluded transactions. |
| HTMLPDF | 24.03A.765 | Required approvals. |
| HTMLPDF | 24.03A.770 | Property held for charitable purposes. |
| HTMLPDF | 24.03A.775 | Prohibition on financial benefit. |
| HTMLPDF | 24.03A.780 | Voting rights in existing corporations. |
| HTMLPDF | 24.03A.785 | Domestication. |
| HTMLPDF | 24.03A.790 | Action on a plan of domestication. |
| HTMLPDF | 24.03A.795 | Articles of domestication. |
| HTMLPDF | 24.03A.800 | Effect of domestication. |
| HTMLPDF | 24.03A.805 | Abandonment of domestication. |
| HTMLPDF | 24.03A.810 | For-profit conversion of noncharitable corporations. |
| HTMLPDF | 24.03A.815 | Action on a plan of for-profit conversion. |
| HTMLPDF | 24.03A.820 | Articles of for-profit conversion. |
| HTMLPDF | 24.03A.825 | Effect of for-profit conversion. |
| HTMLPDF | 24.03A.830 | Abandonment of for-profit conversion. |
| HTMLPDF | 24.03A.835 | For-profit domestication and conversion. |
| HTMLPDF | 24.03A.840 | Articles of domestication and conversion. |
| HTMLPDF | 24.03A.845 | Effect of for-profit domestication and conversion. |
| HTMLPDF | 24.03A.850 | Abandonment of for-profit domestication and conversion. |
| HTMLPDF | 24.03A.855 | Entity conversion for noncharitable corporations. |
| HTMLPDF | 24.03A.860 | Plan of entity conversion. |
| HTMLPDF | 24.03A.865 | Action on a plan of entity conversion. |
| HTMLPDF | 24.03A.870 | Articles of entity conversion. |
| HTMLPDF | 24.03A.875 | Effect of entity conversion. |
| HTMLPDF | 24.03A.880 | Abandonment of entity conversion. |
ARTICLE 4 DISPOSITION OF ASSETS | ||
| HTMLPDF | 24.03A.885 | Dispositions not requiring member approval. |
| HTMLPDF | 24.03A.890 | Dispositions requiring member approval. |
| HTMLPDF | 24.03A.895 | Effect of dispositions. |
| HTMLPDF | 24.03A.900 | Property held for charitable purposes. |
| HTMLPDF | 24.03A.902 | Prohibition of financial benefit. |
ARTICLE 5 VOLUNTARY DISSOLUTION | ||
| HTMLPDF | 24.03A.904 | Authorization of voluntary dissolution. |
| HTMLPDF | 24.03A.906 | Distribution of assets on dissolution. |
| HTMLPDF | 24.03A.908 | Corporations holding property for charitable purposes. |
| HTMLPDF | 24.03A.910 | Articles of dissolution. |
| HTMLPDF | 24.03A.912 | Revocation of dissolution. |
| HTMLPDF | 24.03A.914 | Effect of dissolution. |
| HTMLPDF | 24.03A.916 | Prohibition of financial benefit. |
| HTMLPDF | 24.03A.918 | Known claims against dissolved corporation. |
| HTMLPDF | 24.03A.920 | Other claims against dissolved corporation. |
| HTMLPDF | 24.03A.922 | Enforcement of claims. |
| HTMLPDF | 24.03A.924 | Court proceedings. |
| HTMLPDF | 24.03A.926 | Directors' duties. |
ARTICLE 6 ADMINISTRATIVE AND JUDICIAL DISSOLUTION | ||
| HTMLPDF | 24.03A.928 | Administrative dissolution. |
| HTMLPDF | 24.03A.930 | Procedure and effect of administrative dissolution. |
| HTMLPDF | 24.03A.932 | Property held for charitable purposes. |
| HTMLPDF | 24.03A.934 | Reinstatement of administratively dissolved corporation. |
| HTMLPDF | 24.03A.936 | Judicial dissolution. |
| HTMLPDF | 24.03A.938 | Procedure for judicial dissolution. |
| HTMLPDF | 24.03A.940 | Receivership. |
| HTMLPDF | 24.03A.942 | Decree of dissolution. |
PART IV ACTIONS INVOLVING NONPROFIT CORPORATIONS ARTICLE 1 SUPERVISION OF PROPERTY HELD FOR CHARITABLE PURPOSES | ||
| HTMLPDF | 24.03A.944 | Notice to attorney general. |
| HTMLPDF | 24.03A.946 | Actions to secure property held for charitable purposes. |
| HTMLPDF | 24.03A.948 | Attorney general's right to intervene. |
| HTMLPDF | 24.03A.950 | Attorney general's investigative power. |
| HTMLPDF | 24.03A.952 | Civil investigative demands. |
| HTMLPDF | 24.03A.954 | Religious corporations. |
| HTMLPDF | 24.03A.956 | Assurances of discontinuance. |
| HTMLPDF | 24.03A.958 | Civil penalties, costs, and fees. |
| HTMLPDF | 24.03A.960 | Charitable asset protection account. |
ARTICLE 2 CONTESTED CORPORATE ACTION | ||
| HTMLPDF | 24.03A.962 | Definitions. |
| HTMLPDF | 24.03A.964 | Proceedings prior to corporate action. |
| HTMLPDF | 24.03A.966 | Review of contested corporate action. |