H-764                _______________________________________________

                                                    HOUSE BILL NO. 659

                        _______________________________________________

State of Washington                              50th Legislature                              1987 Regular Session

By Representatives Appelwick, Padden, Sanders, Moyer, Amondson, May, Brough, Ferguson and Betrozoff

Read first time 2/6/87 and referred to Committee on Judiciary.

AN ACT Relating to limiting personal liability of directors of nonprofit corporations; and amending RCW 24.03.025.

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

        Sec. 1.  Section 6, chapter 235, Laws of 1967 as amended by section 75, chapter 35, Laws of 1982 and RCW 24.03.025 are each amended to read as follows:

          The articles of incorporation shall set forth:

          (1) The name of the corporation.

          (2) The period of duration, which may be perpetual or for a stated number of years.

          (3) The purpose or purposes for which the corporation is organized.

          (4) Any provisions, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including ((any provision for)) provisions regarding:

(a) Distribution of assets on dissolution or final liquidation;

(b) The definition, limitation, and regulation of the powers of the corporation, the directors, and the members, if any;

(c) Eliminating or limiting the personal liability of a director to the corporation or its members, if any, for monetary damages for conduct as a director:  PROVIDED, That such provision shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.  No such provision may eliminate or limit the liability of a director for any act or omission occurring before the date when such provision becomes effective; and

(d) Any provision which under this title is required or permitted to be set forth in the bylaws.

          (5) The address of its initial registered office, including street and number, and the name of its initial registered agent at such address.

          (6) The number of directors constituting the initial board of directors, and the names and addresses of the persons who are to serve as the initial directors.

          (7) The name and address of each incorporator.

(8) The name of any person or corporations to whom net assets are to be distributed in the event the corporation is dissolved.

          It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter.

          Unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment to the articles of incorporation, a change in the number of directors made by amendment to the bylaws shall be controlling.  In all other cases, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

          (((8) The name of any persons or corporations to whom net assets are to be distributed in the event the corporation is dissolved.))