24.03A.140  <<  24.03A.145 >>   24.03A.150

Emergency powers. (Effective January 1, 2022.)

(1) For purposes of this section, an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited normal functions in daily living including communications and travel.
(2) In anticipation of and for the duration of an emergency, the board of a nonprofit corporation may:
(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(b) Take those actions necessary to preserve the corporation and ensure that it acts in accordance with its purposes.
(3) During an emergency, unless the articles or bylaws provide otherwise:
(a) Notice of a meeting of the board need be given only to those directors it is practicable to reach and may be given in any practicable manner;
(b) The quorum required under RCW 24.03A.565 or the articles or bylaws need not be established at such a meeting; and
(c) One or more officers of the nonprofit corporation present at a meeting of the board may be deemed to be directors for purposes of the meeting.
(4) In anticipation of and for the duration of an emergency, any meeting of the membership or of the board of directors may be conducted through one or more means of remote communication through which members or directors not physically present may simultaneously participate with each other during the meeting, notwithstanding any provision of the articles or bylaws that provides otherwise. A member or director participating in a meeting through such means in anticipation of and for the duration of an emergency is considered present in person at the meeting.
(5) Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the nonprofit corporation:
(a) Binds the corporation; and
(b) May not be used to impose liability on a director, officer, employee, or agent.

NOTES:

Effective date2021 c 176: See note following RCW 24.03A.005.
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