BILL REQ. #:  S-0629.1 

Read first time 04/12/2003.   Referred to Committee on Judiciary.

     AN ACT Relating to committees of members of 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 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) A corporation may have one or more member committees. The creation, makeup, authority, and operating procedures of any such member committee or committees shall 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:
     (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 committee of members of the corporation may participate in a meeting of members or a committee of members by means of 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 participation by such means shall constitute 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 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)) 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 consent shall have the same force and effect as a ((unanimous)) majority vote, and may be 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 which 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 so taken, shall be executed by all of the directors entitled to vote with respect to the subject matter thereof, or all of the directors, as the case may be. Such consent shall have the same force and effect as a unanimous vote and may be stated as such in any articles or document filed with the secretary of state under this chapter.