24.03A.500  <<  24.03A.505 >>   24.03A.510

Number of directors. (Effective January 1, 2022.)

(1) A board of directors shall consist of one or more directors, with the number specified in or fixed in accordance with the articles or bylaws.
(2) The board of directors of any corporation shall consist of three or more directors if:
(a) The internal revenue service has determined the corporation to be a public charity described in section 509(a)(1) through (4) of the internal revenue code;
(b) The corporation has applied to the internal revenue service for a determination of exempt status through an application representing that the corporation is described in section 509(a)(1) through (4) of the internal revenue code; or
(c) The corporation has applied to the internal revenue service for classification as an organization described in section 509(a)(1) through (4) of the internal revenue code.
(3) The number of directors on a board of directors who are under 18 years of age may not exceed three or one-third of the total number of directors then in office, whichever is fewer.
(4) A corporation described in subsection (2) of this section may have fewer than three directors if the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors.
(5) The number of directors may be increased or decreased but to no fewer than one from time to time by amendment to, or in the manner provided in, the articles or bylaws.
(6) A decrease in the number of directors may not shorten an incumbent director's term.

NOTES:

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