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Home » US Law » 2022 Revised Code of Washington » Title 24 - Corporations and Associations (Nonprofit) » Chapters » Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.

24.06.005 – Definitions.

RCW 24.06.005 Definitions. As used in this chapter, unless the context otherwise requires, the term: (1) “An officer of the corporation” means, in connection with the execution of documents submitted for filing with the secretary of state, the president, a vice president, the secretary, or the treasurer of the corporation. (2) “Articles of incorporation” includes […]

24.06.010 – Application of chapter.

RCW 24.06.010 Application of chapter. The provisions of this chapter relating to domestic corporations shall apply to: (1) All corporations organized hereunder; and (2) All corporations which were heretofore organized under any act repealed by the Washington nonprofit corporation act and which are not organized for a purpose or in a manner provided for by […]

24.06.015 – Purposes.

RCW 24.06.015 Purposes. Corporations may be organized under this chapter for any lawful purpose including but not limited to mutual, social, cooperative, fraternal, beneficial, service, labor organization, and other purposes; but excluding purposes which by law are restricted to corporations organized under other statutes. [ 1969 ex.s. c 120 § 3.] NOTES: Labor unions: Chapter […]

24.06.020 – Incorporators.

RCW 24.06.020 Incorporators. One or more individuals, partnerships, corporations or governmental bodies or agencies may incorporate a corporation by signing and delivering articles of incorporation in duplicate to the secretary of state. [ 1982 c 35 § 119; 1969 ex.s. c 120 § 4.] NOTES: Intent—Severability—Effective dates—Application—1982 c 35: See notes following RCW 43.07.160.

24.06.025 – Articles of incorporation.

RCW 24.06.025 Articles of incorporation. The articles of incorporation shall set forth: (1) The name of the corporation. (2) The period of duration, which may be perpetual or for a stated number of years. (3) The purpose or purposes for which the corporation is organized. (4) The qualifications and the rights and responsibilities of the […]

24.06.030 – General powers.

RCW 24.06.030 General powers. Each corporation shall have power: (1) To have perpetual succession by its corporate name unless a limited period of duration is stated in its articles of incorporation. (2) To sue and be sued, complain and defend, in its corporate name. (3) To have a corporate seal which may be altered at […]

24.06.032 – Additional rights and powers authorized.

RCW 24.06.032 Additional rights and powers authorized. (1) In addition to any other rights and powers granted under this chapter, any mutual or miscellaneous corporation that was organized under this chapter prior to June 10, 2004, and conducts its business on a cooperative basis is entitled, by means of an express election contained in its […]

24.06.035 – Nonprofit status—Members’, officers’ immunity from liability.

RCW 24.06.035 Nonprofit status—Members’, officers’ immunity from liability. (1) A corporation subject to the provisions of this chapter shall not engage in any business, trade, a vocation or profession for profit: PROVIDED, That nothing contained herein shall be construed to forbid such a corporation from accumulating reserve, equity, surplus or other funds through subscriptions, fees, […]

24.06.040 – Defense of ultra vires.

RCW 24.06.040 Defense of ultra vires. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, […]

24.06.045 – Corporate name.

RCW 24.06.045 Corporate name. The corporate name must comply with the requirements of Article 3 of chapter 23.95 RCW. [ 2015 c 176 § 4103; 1998 c 102 § 4; 1995 c 337 § 22; 1994 c 211 § 1307; 1987 c 55 § 41; 1982 c 35 § 121; 1973 c 113 § 1; […]

24.06.046 – Reservation of exclusive right to use corporate name.

RCW 24.06.046 Reservation of exclusive right to use corporate name. The exclusive right to the use of a corporate name may be reserved in accordance with RCW 23.95.310. [ 2015 c 176 § 4104; 1993 c 356 § 13; 1982 c 35 § 122.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW […]

24.06.047 – Registration of corporate name.

RCW 24.06.047 Registration of corporate name. Any corporation, organized and existing under the laws of any state or territory of the United States[,] may register its corporate name in accordance with RCW 23.95.315. [ 2015 c 176 § 4105; 1994 c 211 § 1308; 1993 c 356 § 14; 1987 c 55 § 42; 1982 […]

24.06.048 – Renewal of registration of corporate name.

RCW 24.06.048 Renewal of registration of corporate name. A corporation[,] which has in effect a registration of its corporate name, may renew such registration in accordance with RCW 23.95.315. [ 2015 c 176 § 4106; 1982 c 35 § 124.] NOTES: Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100. Intent—Severability—Effective dates—Application—1982 c […]

24.06.050 – Registered agent.

RCW 24.06.050 Registered agent. Each domestic corporation and foreign corporation authorized to do business in this state shall have and continuously maintain in this state a registered agent in accordance with Article 4 of chapter 23.95 RCW. [ 2015 c 176 § 4107; 2009 c 202 § 2; 1993 c 356 § 15; 1982 c […]

24.06.055 – Change of registered agent.

RCW 24.06.055 Change of registered agent. A corporation may change its registered agent by delivering to the secretary of state for filing a statement of change in accordance with RCW 23.95.430. Any registered agent of a corporation may resign as agent by delivering to the secretary of state for filing a statement of resignation in […]

24.06.060 – Service of process on corporation.

RCW 24.06.060 Service of process on corporation. Service of any process, notice or demand required or permitted by law to be served upon the corporation may be made in accordance with RCW 23.95.450. [ 2015 c 176 § 4109; 1982 c 35 § 127; 1969 ex.s. c 120 § 12.] NOTES: Effective date—Contingent effective date—2015 […]

24.06.065 – Members.

RCW 24.06.065 Members. A corporation may have one or more classes of members. The designation of such class or classes, the manner of election, appointment or admission to membership, and the qualifications, responsibilities and rights of the members of each class shall be set forth in the articles of incorporation. A corporation may issue certificates […]

24.06.070 – Shares—Issuance—Payment—Subscription agreements.

RCW 24.06.070 Shares—Issuance—Payment—Subscription agreements. (1) Each corporation which is organized with capital stock shall have the power to create and issue the number of shares stated in its articles of incorporation. Such shares may be divided into one or more classes, any or all of which classes may consist of shares with par value or […]

24.06.075 – Shares—Consideration, fixing.

RCW 24.06.075 Shares—Consideration, fixing. (1) Shares having a par value may be issued for such consideration expressed in dollars, not less than the par value thereof, as shall be fixed from time to time by the board of directors. (2) Shares without par value shall be issued for such consideration expressed in dollars as may […]