Revised Code of Washington
2023 Archive

Chapter 24.03A RCW
WASHINGTON NONPROFIT CORPORATION ACT
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PDF of Complete Chapter
Sections
PART I
FORMATION AND GENERAL CONDITIONS
ARTICLE 1
GENERAL PROVISIONS
24.03A.005Short title.
24.03A.010Definitions.
24.03A.015Notice.
24.03A.020Service on corporations.
24.03A.025Venue for actions.
24.03A.030Application to existing nonprofit corporations.
24.03A.035Application to registered foreign nonprofit corporations.
24.03A.040Relationship to prior statutes.
24.03A.045Relationship to other laws.
24.03A.050Subordination to canon law.
ARTICLE 2
FILING DOCUMENTS—SECRETARY OF STATE
24.03A.055Applicability of uniform business organizations code.
24.03A.060Filing requirements.
24.03A.065Electronic filings.
24.03A.070Annual report.
24.03A.075Major changes by charitable corporations.
24.03A.080Powers of secretary of state.
24.03A.085Fees.
ARTICLE 3
INCORPORATION
24.03A.090Incorporators.
24.03A.095Corporate name.
24.03A.100Articles of incorporation.
24.03A.105Effectiveness of incorporation.
24.03A.110Requirement of registered agent.
24.03A.115Liability for preincorporation transactions.
24.03A.120Organization of corporations.
24.03A.125Bylaws.
ARTICLE 4
PURPOSES, POWERS, AND LIMITATIONS
24.03A.130Purposes.
24.03A.135Power to modify purposes.
24.03A.140General powers.
24.03A.145Emergency powers.
24.03A.150Ultra vires action.
24.03A.155Distributions prohibited.
24.03A.160Reasonable compensation permitted.
24.03A.165Property held for charitable purposes.
24.03A.170Debt and security interests.
24.03A.175Private foundations.
ARTICLE 5
GIFT RESTRICTIONS
24.03A.180Unrestricted gifts.
24.03A.185Restricted gifts.
24.03A.190Modification or release of gift restrictions.
24.03A.195Binding agreement to modify or release restrictions.
24.03A.200Judicial modification or release of restrictions.
24.03A.205Charitable purpose survives.
ARTICLE 6
BOOKS AND RECORDS
24.03A.210Corporate records.
24.03A.215Inspection by members.
24.03A.220Scope of member's inspection right.
24.03A.225Financial statements for members.
24.03A.230Court-ordered inspection.
24.03A.235Inspection by directors.
24.03A.240Use of membership list.
ARTICLE 7
PUBLIC BENEFIT CORPORATIONS
24.03A.245Public benefit designation.
24.03A.250Application and renewal.
24.03A.255Removal of status.
ARTICLE 8
FOREIGN CORPORATIONS
24.03A.260Registration to do business.
24.03A.265Effect of registration.
24.03A.270Name of foreign nonprofit corporation.
24.03A.275Registered agent of foreign nonprofit corporation.
24.03A.280Service on foreign nonprofit corporation.
24.03A.285Withdrawal of registration.
24.03A.290Withdrawal upon conversion or dissolution.
24.03A.295Amendment to registration upon conversion.
24.03A.300Transfer of registration.
24.03A.305Termination of registration.
24.03A.310Judicial review of termination.
PART II
GOVERNANCE
ARTICLE 1
MEMBERS AND MEMBERSHIPS
24.03A.315Members.
24.03A.320Scope of membership.
24.03A.325Admission of members.
24.03A.330Consideration for admission.
24.03A.335Capital contributions.
24.03A.340Rights and obligations.
24.03A.345Differences in rights and obligations.
24.03A.350Transfers of membership.
24.03A.355Member's liability for corporate obligations.
24.03A.360Member's liability for dues, fees, and assessments.
24.03A.365Creditor's action against member.
24.03A.370Resignation of member.
24.03A.375Termination and suspension of membership.
24.03A.380Repurchase of memberships.
ARTICLE 2
DELEGATES
24.03A.385Delegates.
ARTICLE 3
MEMBERSHIP MEETINGS AND VOTING
24.03A.390Annual and regular meetings.
24.03A.395Special meetings.
24.03A.400Court-ordered meeting.
24.03A.405List of members for meeting.
24.03A.410Notice of membership meeting.
24.03A.415Waiver of notice.
24.03A.420Record date.
24.03A.425Conduct of meeting.
24.03A.430Proxies.
24.03A.435Voting entitlement of members.
24.03A.440Membership quorum and voting requirements.
24.03A.445Differing quorum and voting requirements.
24.03A.450Voting for directors.
24.03A.455Acceptance of ballots, consents, waivers, or proxies.
24.03A.460Inspectors of election.
24.03A.465Action by voting groups.
24.03A.470Voting agreements.
24.03A.475Action without meeting by unanimous written consent.
24.03A.480Action without meeting by ballot.
24.03A.485Procedure for remote meetings.
ARTICLE 4
BOARD OF DIRECTORS
24.03A.490Board of directors—Authority.
24.03A.495Standards of conduct for directors.
24.03A.500Qualification of directors.
24.03A.505Number of directors.
24.03A.510Selection of directors.
24.03A.515Terms of directors, generally.
24.03A.520Staggered terms for directors.
24.03A.525Resignation of director.
24.03A.530Removal of directors.
24.03A.535Vacancy on board of directors.
24.03A.540Liability of directors.
24.03A.545Compensation of directors.
ARTICLE 5
MEETINGS AND ACTION OF THE BOARD
24.03A.550Meetings of the board.
24.03A.555Notice of board meetings.
24.03A.560Waiver of notice.
24.03A.565Board quorum and voting requirements.
24.03A.570Action without meeting by unanimous written consent.
24.03A.575Board and advisory committees.
24.03A.580Procedure for remote meetings.
ARTICLE 6
OFFICERS
24.03A.585Officers—Duties.
24.03A.590Standards of conduct for officers.
24.03A.595Resignation and removal of officers.
24.03A.600Contract rights of officers.
ARTICLE 7
PROVISIONS COMMON TO DIRECTORS AND OFFICERS
24.03A.605Loans or guarantees.
24.03A.610Liability for unlawful distributions.
24.03A.615Conflicting interest transactions—Voidability.
24.03A.620Business opportunities.
24.03A.625Removal by judicial proceeding.
24.03A.630Indemnification and advance for expenses.
24.03A.635Directors and officers under 18 years of age.
PART III
FUNDAMENTAL TRANSACTIONS
ARTICLE 1
AMENDMENT OF ARTICLES OR BYLAWS
24.03A.640Authority to amend.
24.03A.645Amendment of articles by nonmembership corporation.
24.03A.650Amendment before admission of members.
24.03A.655Amendment after admission of members.
24.03A.660Voting on amendments by voting groups.
24.03A.665Articles of amendment.
24.03A.670Restated articles of incorporation.
24.03A.675Amendment of articles pursuant to reorganization.
24.03A.680Effective date.
24.03A.685Effect of articles of amendment.
24.03A.690Power to amend bylaws.
24.03A.695Bylaw amendments requiring member approval.
24.03A.700Effect of bylaw amendment.
24.03A.705Approval of amendments by third parties.
ARTICLE 2
MERGER
24.03A.710Definitions.
24.03A.715Property held for charitable purposes.
24.03A.720Prohibition of financial benefit.
24.03A.725Limitations on charitable corporations.
24.03A.730Merger.
24.03A.735Adoption of plan of merger.
24.03A.740Articles of merger.
24.03A.745Effect of merger.
24.03A.750Abandonment of merger.
ARTICLE 3
DOMESTICATION AND CONVERSION
24.03A.755Definitions.
24.03A.760Excluded transactions.
24.03A.765Required approvals.
24.03A.770Property held for charitable purposes.
24.03A.775Prohibition on financial benefit.
24.03A.780Voting rights in existing corporations.
24.03A.785Domestication.
24.03A.790Action on a plan of domestication.
24.03A.795Articles of domestication.
24.03A.800Effect of domestication.
24.03A.805Abandonment of domestication.
24.03A.810For-profit conversion of noncharitable corporations.
24.03A.815Action on a plan of for-profit conversion.
24.03A.820Articles of for-profit conversion.
24.03A.825Effect of for-profit conversion.
24.03A.830Abandonment of for-profit conversion.
24.03A.835For-profit domestication and conversion.
24.03A.840Articles of domestication and conversion.
24.03A.845Effect of for-profit domestication and conversion.
24.03A.850Abandonment of for-profit domestication and conversion.
24.03A.855Entity conversion for noncharitable corporations.
24.03A.860Plan of entity conversion.
24.03A.865Action on a plan of entity conversion.
24.03A.870Articles of entity conversion.
24.03A.875Effect of entity conversion.
24.03A.880Abandonment of entity conversion.
ARTICLE 4
DISPOSITION OF ASSETS
24.03A.885Dispositions not requiring member approval.
24.03A.890Dispositions requiring member approval.
24.03A.895Effect of dispositions.
24.03A.900Property held for charitable purposes.
24.03A.902Prohibition of financial benefit.
ARTICLE 5
VOLUNTARY DISSOLUTION
24.03A.904Authorization of voluntary dissolution.
24.03A.906Distribution of assets on dissolution.
24.03A.908Corporations holding property for charitable purposes.
24.03A.910Articles of dissolution.
24.03A.912Revocation of dissolution.
24.03A.914Effect of dissolution.
24.03A.916Prohibition of financial benefit.
24.03A.918Known claims against dissolved corporation.
24.03A.920Other claims against dissolved corporation.
24.03A.922Enforcement of claims.
24.03A.924Court proceedings.
24.03A.926Directors' duties.
ARTICLE 6
ADMINISTRATIVE AND JUDICIAL DISSOLUTION
24.03A.928Administrative dissolution.
24.03A.930Procedure and effect of administrative dissolution.
24.03A.932Property held for charitable purposes.
24.03A.934Reinstatement of administratively dissolved corporation.
24.03A.936Judicial dissolution.
24.03A.938Procedure for judicial dissolution.
24.03A.940Receivership.
24.03A.942Decree of dissolution.
PART IV
ACTIONS INVOLVING NONPROFIT CORPORATIONS
ARTICLE 1
SUPERVISION OF PROPERTY HELD FOR CHARITABLE PURPOSES
24.03A.944Notice to attorney general.
24.03A.946Actions to secure property held for charitable purposes.
24.03A.948Attorney general's right to intervene.
24.03A.950Attorney general's investigative power.
24.03A.952Civil investigative demands.
24.03A.954Religious corporations.
24.03A.956Assurances of discontinuance.
24.03A.958Civil penalties, costs, and fees.
24.03A.960Charitable asset protection account.
ARTICLE 2
CONTESTED CORPORATE ACTION
24.03A.962Definitions.
24.03A.964Proceedings prior to corporate action.
24.03A.966Review of contested corporate action.