| Passed by the House February 14, 2004 Yeas 95 FRANK CHOPP ________________________________________ Speaker of the House of Representatives Passed by the Senate March 3, 2004 Yeas 48 BRAD OWEN ________________________________________ President of the Senate | I, Richard Nafziger, Chief Clerk of the House of Representatives of the State of Washington, do hereby certify that the attached is HOUSE BILL 2577 as passed by the House of Representatives and the Senate on the dates hereon set forth. RICHARD NAFZIGER ________________________________________ Chief Clerk | |
| Approved March 24, 2004, with the
exception of section 3, which is vetoed. GARY F. LOCKE ________________________________________ Governor of the State of Washington | March 24, 2004 - 2:13 p.m. Secretary of State State of Washington |
| State of Washington | 58th Legislature | 2004 Regular Session |
Read first time 01/16/2004. Referred to Committee on Judiciary.
AN ACT Relating to nonprofit corporations; and amending RCW 24.03.065, 24.03.075, and 24.03.465.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec. 1 RCW 24.03.065 and 1986 c 240 s 12 are each amended to read
as follows:
(1) A corporation may have one or more classes of members or may
have no members. If the corporation has one or more classes of
members, the designation of ((such)) the class or classes, the manner
of election or appointment and the qualifications and rights of the
members of each class ((shall)) must be set forth in the articles of
incorporation or the bylaws. Unless otherwise specified in the
articles of incorporation or the bylaws, an individual, domestic or
foreign profit or nonprofit corporation, a general or limited
partnership, an association or other entity may be a member of a
corporation. If the corporation has no members, that fact ((shall))
must be set forth in the articles of incorporation or the bylaws. A
corporation may issue certificates evidencing membership therein.
(2) A corporation may have one or more member committees. The
creation, makeup, authority, and operating procedures of any member
committee or committees must be addressed in the corporation's articles
of incorporation or bylaws.
Sec. 2 RCW 24.03.075 and 1986 c 240 s 14 are each amended to read
as follows:
Meetings of members and committees 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)) must be held at the registered office
of the corporation in this state.
An annual meeting of the members ((shall)) must be held at ((such))
the time ((as may be)) stated in or fixed in accordance with the
bylaws. Failure to hold the annual meeting at the designated time
((shall)) does not work a forfeiture or dissolution of the corporation.
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)) the meeting.
Except as ((may be)) otherwise restricted by the articles of
incorporation or the bylaws, members and any committee of members of
the corporation may participate in a meeting ((of members)) by ((means
of a)) conference telephone or similar communications equipment ((by
means of which)) so that all persons participating in the meeting can
hear each other at the same time ((and)). Participation by ((such
means shall)) that method constitutes presence in person at a meeting.
*Sec. 3 RCW 24.03.465 and 1967 c 235 s 94 are each amended to read
as follows:
(1) Any action required by this chapter to be taken at a meeting of
the members or ((directors of a corporation)) a committee of members,
or any action ((which)) that may be taken at a meeting of the members
or ((directors)) a committee of the members under a corporation's
articles of incorporation or bylaws, may be taken without a meeting,
except as otherwise restricted by the articles of incorporation or
bylaws, if a consent in ((writing)) the form of a record, setting forth
the action ((so)) taken, ((shall be signed by all)) is executed by a
majority of the members or committee of members entitled to vote with
respect to the subject matter ((thereof, or all of the directors, as
the case may be)).
((Such)) The consent ((shall have)) has the same ((force and))
effect as a ((unanimous)) majority vote, and may be so stated ((as
such)) in any articles or document filed with the secretary of state
under this chapter.
(2) Any action required by this chapter to be taken at a meeting of
the directors of a corporation, or any action that may be taken at a
meeting of the directors, may be taken without a meeting if a consent
in the form of a record, setting forth the action taken, is executed by
all of the directors entitled to vote with respect to the subject
matter. The consent has the same effect as a unanimous vote and may be
so stated in any articles or document filed with the secretary of state
under this chapter.
*Sec. 3 was vetoed. See message at end of chapter.