H-4184

AN ACT Relating to allowing the use of electronic mail telecommunications technology by nonprofit corporation committees; and amending RCW 24.03.065, 24.03.075, and 24.03.120.

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 class or classes, the manner of election or appointment and the qualifications and rights of the members of each class shall 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 be set forth in the articles of incorporation or the bylaws. A corporation may issue certificates evidencing membership therein.

(2) The board of directors may designate member committees to carry out the business of the corporation. However, a committee does not have the authority to amend, alter, or repeal the corporation's bylaws; elect, appoint, or remove any member of any committee or any director or officer of the corporation; amend the articles of incorporation; adopt a plan of merger or plan of consolidation with another corporation; authorize the sale, lease, or exchange of all or substantially all of the property and assets of the corporation; authorize the voluntary dissolution of the corporation or revoke proceedings thereof; adopt a plan for the distribution of the assets of the corporation; or amend, alter, or repeal any resolution of the board of directors which by its terms provides that it may not be amended, altered, or repealed by such a committee.

Sec. 2. 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 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) in the case of a meeting by a committee designated by the board of directors, electronic mail provided no committee member objects to using this procedure and subsection (3) of this section has been complied with. Participation ((~~by such means shall~~)) under (a) or (b) of this subsection constitutes presence in person at a meeting.

(3)(a) Participation in committee meetings by the use of electronic mail is allowed only if (i) the proposed recipient of any electronic transmission has previously consented in writing to receive the electronic communication, and (ii) the electronic communication is capable of being reproduced in a traditional paper format by both the sender and the recipient.

(b) Any person who has consented to receive electronic communications may revoke this consent by delivering a written revocation to the corporation.

The application of this section to electronic communication does not amend or modify RCW 24.03.465.

Sec. 3. 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) in the case of a meeting of a committee of the board of directors, electronic mail provided no committee member objects to using this procedure and subsection (4) of this section has been complied with. Participation ((~~by such means shall~~)) under (a) or (b) of this subsection constitutes presence in person at a meeting.

(4)(a) Participation in committee meetings by the use of electronic mail is allowed only if (i) the proposed recipient of any electronic transmission has previously consented in writing to receive the electronic communication, and (ii) the electronic communication is capable of being reproduced in a traditional paper format by both the sender and the recipient.

(b) Any person who has consented to receive electronic communications may revoke this consent by delivering a written revocation to the corporation.

The application of this section to electronic communication does not amend or modify RCW 24.03.465.