[atlas:bill]

AN ACT Relating to allowing the use of electronic mail telecommunications technology by nonprofit corporation committees; and amending RCW 24.03.075 and 24.03.120.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

Sec. 1. RCW 24.03.075 and 1986 c 240 s 14 are each amended to read as follows:

(1)(a) Meetings of members may be held at such place, either within or without this state, as may be stated in or fixed in accordance with the bylaws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation in this state.

(b) An annual meeting of the members shall be held at such time as may be stated in or fixed in accordance with the bylaws. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.

(c) Special meetings of the members may be called by the president or by the board of directors. Special meetings of the members may also be called by such other officers or persons or number or proportion of members as may be provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the number or proportion of members entitled to call a meeting, a special meeting of members may be called by members having one-twentieth of the votes entitled to be cast at such meeting.

(2) Except as may be otherwise restricted by the articles of incorporation or the bylaws, members and any committees designated by the board of directors of the corporation may participate in a meeting of members or a committee by means of: (a) A conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time ((~~and~~)); or (b) where committee members are being asked to consider and vote on a matter that, by agreement of a majority of the committee members, does not require discussion, electronic mail. Participation ((~~by such means shall~~)) under (a) or (b) of this subsection constitutes presence in person at a meeting.

Sec. 2. RCW 24.03.120 and 1986 c 240 s 21 are each amended to read as follows:

(1) Meetings of the board of directors, regular or special, may be held either within or without this state.

(2) Regular meetings of the board of directors or of any committee designated by the board of directors may be held with or without notice as prescribed in the bylaws. Special meeting of the board of directors or any committee designated by the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director or a committee member at a meeting shall constitute a waiver of notice of such meeting, except where a director or a committee member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors or any committee designated by the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws.

(3) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of such board or committee by means of: (a) A conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time ((~~and~~)); or (b) where committee members are being asked to consider and vote on a matter that, by agreement of a majority of the committee members, does not require discussion, electronic mail. Participation ((~~by such means shall~~)) under (a) or (b) of this subsection constitutes presence in person at a meeting.