Wash. Rev. Code § 24.03A.005
Short title
PART I FORMATION AND GENERAL CONDITIONS ARTICLE 1 GENERAL PROVISIONS This chapter may be known and cited as the Washington nonprofit corporation act.
Revised Code of Washington Chapter 24.03A — Washington Nonprofit Corporation Act
Washington · statute · Wash. Rev. Code ch. 24.03A · 213 active provisions
Wash. Rev. Code § 24.03A.010
Definitions
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Address," unless otherwise specified, means either a physical mailing address or an electronic address.(2) "Articles" or "articles of incorporation" means the original articles of incorporation as modified b…
Wash. Rev. Code § 24.03A.015
Notice
(1) Notice under this chapter must be in the form of a record unless this chapter or the articles or bylaws allow oral notice.(2) Notice may be communicated in person or by delivery. If these forms of communication are impracticable, notice may be communicated by a newspaper of general circulation in the area where pub…
Wash. Rev. Code § 24.03A.020
Service on corporations
(1) Service upon a nonprofit corporation of any process, notice, or demand required or permitted by law may be made by serving the nonprofit corporation's registered agent.(2) Service upon a nonprofit corporation made by serving the nonprofit corporation's registered agent, or service on the nonprofit corporation in th…
Wash. Rev. Code § 24.03A.025
Venue for actions
Except as provided under federal or state law or in specific provisions of this chapter, every action arising under this chapter shall be tried in, and "the court" throughout this chapter refers to, the superior court:(1) In the county where the corporation's principal office in this state is located;(2) If the corpora…
Wash. Rev. Code § 24.03A.030
Application to existing nonprofit corporations
(1) This chapter applies to every domestic nonprofit corporation in existence on January 1, 2022, that was incorporated under chapter 24.03 RCW or filed a statement of election through which it elected to have chapter 24.03 RCW apply to it.(2) Any corporation or association organized under any other chapter of Title 24…
Wash. Rev. Code § 24.03A.035
Application to registered foreign nonprofit corporations
A foreign nonprofit corporation registered as of December 31, 2021, is subject to this chapter but is not required to obtain a new statement of registration to transact business in this state.
Wash. Rev. Code § 24.03A.040
Relationship to prior statutes
(1) Except as provided in subsection (2) of this section, the repeal of chapter 24.03 RCW by chapter 176, Laws of 2021 does not affect:(a) The operation of the repealed chapter or any action taken under it before its repeal;(b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or i…
Wash. Rev. Code § 24.03A.045
Relationship to other laws
(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.(2) This chapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter.(3) This chapter modifies, limits, or supersedes the feder…
Wash. Rev. Code § 24.03A.050
Subordination to canon law
To the extent religious doctrine or canon law governing the internal affairs of a nonprofit corporation is inconsistent with this chapter, the religious doctrine or canon law controls to the extent required by the United States Constitution, the state Constitution, or both.
Wash. Rev. Code § 24.03A.055
Applicability of uniform business organizations code
ARTICLE 2 FILING DOCUMENTS—SECRETARY OF STATE Filing of documents under this chapter by the secretary of state is governed by this chapter and chapter 23.95 RCW.
Wash. Rev. Code § 24.03A.060
Filing requirements
(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must:(a) Satisfy the requirements set forth in RCW 23.95.200;(b) Contain all information required under this chapter and chapter 23.95 RCW;(c) Be executed on behalf of the domestic or foreign entity as follows:(i) I…
Wash. Rev. Code § 24.03A.065
Electronic filings
Any rules governing electronic filing adopted by the secretary of state under RCW 23.95.115(2) apply to all filings required or permitted under this chapter unless such rules, this chapter, or chapter 23.95 RCW specify otherwise.
Wash. Rev. Code § 24.03A.070
Annual report
Each domestic nonprofit corporation, and each registered foreign nonprofit corporation, shall deliver to the secretary of state for filing an annual report as required under RCW 23.95.255(2).
Wash. Rev. Code § 24.03A.075
Major changes by charitable corporations
(1) A charitable corporation shall report any action described in subsection (2) of this section on the next annual report that the charitable corporation delivers to the secretary of state for filing under RCW 24.03A.070, except as provided in subsection (3) of this section.(2) The actions that create a reporting requ…
Wash. Rev. Code § 24.03A.080
Powers of secretary of state
The secretary of state has the powers reasonably necessary to perform the duties required by this chapter, including adoption, amendment, or repeal of rules under chapter 34.05 RCW for the efficient administration of this chapter.
Wash. Rev. Code § 24.03A.085
Fees
The secretary of state may adopt rules in accordance with chapter 34.05 RCW setting fees for any services provided by the secretary of state under this chapter.
Wash. Rev. Code § 24.03A.090
Incorporators
ARTICLE 3 INCORPORATION One or more individuals may act as the incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing. Individuals acting as incorporators must be at least eighteen years old.
Wash. Rev. Code § 24.03A.095
Corporate name
The name or any reserved name of a nonprofit corporation is governed by chapter 23.95 RCW.
Wash. Rev. Code § 24.03A.100
Articles of incorporation
(1) The articles of incorporation shall set forth:(a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095;(b) The name and address of the corporation's initial registered agent;(c) That the corporation is incorporated under this chapter;(d) The purpose or purposes for which the corpor…
Wash. Rev. Code § 24.03A.105
Effectiveness of incorporation
(1) Unless a delayed effective date is specified, the corporate existence begins on the date the articles are filed by the secretary of state.(2) The filing of the articles by the secretary of state is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by…
Wash. Rev. Code § 24.03A.110
Requirement of registered agent
(1) Each nonprofit corporation shall designate and maintain a registered agent in this state.(2) The designation and maintenance of a nonprofit corporation's registered agent are governed by chapter 23.95 RCW.
Wash. Rev. Code § 24.03A.115
Liability for preincorporation transactions
All persons purporting to act as or on behalf of a nonprofit corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
Wash. Rev. Code § 24.03A.120
Organization of corporations
(1) After incorporation:(a) The initial directors shall hold an organizational meeting at the call of a majority of the initial directors to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; and(b) If the initia…
Wash. Rev. Code § 24.03A.125
Bylaws
(1) The board shall adopt initial bylaws for the corporation.(2) The bylaws may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles. Whenever a provision of the bylaws is inconsistent with a provision of the articles, the prov…
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