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