24.03A.565  <<  24.03A.570 >>   24.03A.575

Action without meeting by unanimous written consent. (Effective January 1, 2022.)

(1) Unless the articles or bylaws prohibit action without a meeting, action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation.
(2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where:
(a) The board has determined that:
(i) The corporation is entering into the transaction for its own benefit; and
(ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent;
(b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and
(c) All of the noninterested directors approve the action.
(3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors.
(4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.

NOTES:

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