FINAL BILL REPORT

HB 2577

PARTIAL VETO

C 98 L 04

Synopsis as Enacted

Brief Description: Providing for committees of members.

Sponsors: By Representatives Linville, Carrell, Kirby, Newhouse, Lovick, Campbell, McMahan, Moeller and Flannigan.

House Committee on Judiciary

Senate Committee on Judiciary

Background:

The Washington Nonprofit Corporation Act governs the formation of nonprofit corporations.

Nonprofit corporations may form for any lawful purpose, including charitable, benevolent, educational, civic, patriotic, political, religious, and social. The powers of a nonprofit corporation include the power to sue and be sued, engage in property transactions, lend money, make contracts, and incur liabilities. A nonprofit corporation may not issue stock, make income disbursements to members, officers or directors, or make loans or advance credit to directors or officers.

A nonprofit corporation may have one or more classes of members or no members. An annual meeting of members must be held and special meetings of members may be called. Notice of members' meetings and voting and quorum requirements are generally provided for in the bylaws. Unless the articles or bylaws prohibit it, members of the corporation may participate in a meeting by conference telephone or other communication device that enables all persons to hear each other at the same time. Participation by these means constitutes presence in person at the meeting.

An action that is either required or allowed to be taken at a meeting of members may be taken without a meeting with the unanimous consent of all members entitled to vote on the matter.

Summary:

The Washington Nonprofit Corporation Act is amended to specifically authorize a nonprofit corporation to create member committees according to the provisions of the nonprofit corporation's articles of incorporation or bylaws.

A committee of members may participate in a meeting of the committee by conference telephone or other means by which all parties are able to hear each other at the same time.

Unless restricted by the articles or bylaws, the members, or committee of members, may take action on a matter without a meeting if a majority of the members, or committee of members, entitled to vote on the matter consents.

Votes on Final Passage:

House 95  0

Senate 48  0

Effective: June 10, 2004

Partial Veto Summary:

The Governor vetoed the provision of the act that allows members or a committee of members to take action on a matter without a meeting upon consent of a majority of the members or committee members.