The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Washington surrenders its corporate charter, it must follow a specific process to wind up its affairs. This process involves ceasing its business activities, collecting its assets, paying its debts and obligations, and distributing any remaining assets. The Act mandates that after all debts and obligations are paid, any remaining assets must be distributed to one or more domestic or foreign corporations or entities that are qualified to receive tax-deductible contributions under federal law, or to the federal government, a state, or a political subdivision thereof, for a public purpose. This ensures that the assets of a dissolved nonprofit are used for charitable or public benefit purposes, aligning with the original intent of its tax-exempt status. Failure to adhere to these distribution requirements can lead to legal challenges and penalties. The dissolution process requires board approval and, in some cases, member approval, followed by the filing of articles of dissolution with the Secretary of State. The specific wording of the distribution clause in the articles of incorporation or bylaws is crucial in guiding this final step.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved voluntarily, the process involves several steps to ensure that assets are distributed properly and that the corporation ceases to exist legally. The Act mandates that after all debts and liabilities have been paid or adequately provided for, the remaining assets must be distributed for one or more authorized purposes. An authorized purpose, as defined within the context of nonprofit law, typically means a charitable, religious, scientific, literary, or educational purpose, or any other purpose that would qualify for tax exemption under federal or state law. This ensures that the assets of a dissolved nonprofit continue to serve a public benefit, aligning with the original mission and tax-exempt status. Distributing assets to members or shareholders is generally prohibited for corporations that have been granted tax-exempt status, as this would be considered a private inurement of assets. Similarly, distribution to the state government, unless specified by law for escheatment purposes, is not the primary directive. The focus is on continuing the charitable or public benefit mission through another qualified entity.

The scenario describes a Washington nonprofit organization, “Evergreen Arts Alliance,” which is a public benefit corporation. The organization is considering amending its articles of incorporation to change its purpose from promoting visual arts to also include performing arts. Washington’s nonprofit corporation law, specifically the Revised Code of Washington (RCW) Title 24, governs such amendments. For a public benefit corporation, a significant amendment to its articles of incorporation, such as altering its fundamental purpose, generally requires approval from the board of directors and a majority of the voting members, if the corporation has members. If the corporation has no members, or if its articles or bylaws do not specify a voting procedure for such amendments, the board of directors may approve the amendment. However, the question implies the existence of members by asking about member approval. RCW 24.03A.100 outlines the procedure for amending articles of incorporation. It mandates that amendments must be adopted by the board of directors and, for corporations with members, by the members. The specific voting threshold for members is typically a majority of the votes cast by members entitled to vote, unless the articles or bylaws require a greater number. The question also touches upon the role of the Attorney General, as Washington law often requires the Attorney General to be notified or to approve certain significant actions by public benefit corporations, particularly those affecting their charitable purpose. RCW 24.03A.100(4) states that if an amendment would materially alter the purposes or the powers of the corporation, the Attorney General must be given notice of the proposed amendment and an opportunity to approve or disapprove it. Therefore, the process involves board approval, member approval (if applicable), and potential Attorney General notification or approval.

The Washington Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Washington decides to dissolve voluntarily, it must follow a specific process outlined in the Act. This process typically involves the adoption of a resolution to dissolve by the board of directors and, in most cases, by the members, depending on the corporation’s bylaws and articles of incorporation. Following the approval of the dissolution, the corporation must file a Certificate of Dissolution with the Washington Secretary of State. Crucially, before or concurrently with filing the certificate, the corporation must cease conducting its activities except those necessary to wind up its affairs. During the winding-up period, the corporation must notify its creditors and take steps to collect its assets, pay its liabilities, and distribute any remaining assets in accordance with the provisions of the Act and its governing documents. Specifically, RCW 24.03A.520 dictates that after paying or making provision for all liabilities, remaining assets shall be distributed to one or more domestic or foreign corporations or entities qualifying as a public benefit corporation, or to any other person or persons as the articles of incorporation or bylaws may direct, provided such recipient is qualified to receive tax-deductible contributions under federal law. If the articles of incorporation or bylaws do not specify a recipient, the assets must be distributed to a person or entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code. The question tests the understanding of this statutory requirement for the distribution of assets upon dissolution.

Washington’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.610, addresses the dissolution of nonprofit corporations. A nonprofit corporation can be dissolved voluntarily by its members or directors, or involuntarily by a court order. For a voluntary dissolution, the Act outlines a specific process. If a nonprofit has no members, or if all members have forfeited their rights to vote on dissolution, the board of directors may initiate dissolution by adopting a resolution. This resolution must be approved by a majority of the directors then in office. Following the board’s approval, the corporation must file Articles of Dissolution with the Secretary of State. The Act mandates that upon dissolution, the corporation must cease carrying on its activities except as necessary for winding up its affairs. This includes collecting its assets, paying or making provision for its liabilities, and distributing any remaining assets to one or more domestic or foreign corporations or entities that are eligible to receive assets under the nonprofit’s articles of incorporation or bylaws, or if the articles and bylaws do not specify, to any other person or persons as a court of competent jurisdiction shall determine. The key element for a nonprofit without members, where the board initiates dissolution, is the board’s resolution and subsequent filing of articles. The RCW does not require a separate membership vote if no members exist or if their rights are forfeited, simplifying the process for such entities. The distribution of assets must adhere to the corporation’s stated purpose or court order, ensuring that remaining funds are used for charitable or similar purposes.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation and operation of nonprofit corporations in the state. A key aspect of this act relates to the duties of directors. Directors owe fiduciary duties to the corporation, which are generally understood as the duty of care and the duty of loyalty. The duty of care requires directors to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid conflicts of interest. When a director has a personal interest in a transaction with the corporation, that transaction is subject to scrutiny. Under RCW 24.03A.215, a director’s conflicting interest transaction is not voidable solely because of the director’s interest if the transaction is fair to the corporation or if the material facts of the director’s interest and the transaction are disclosed to and approved by the board of directors or the members, provided that the interested director does not participate in the vote. The scenario describes a situation where a director of a Washington nonprofit, “Evergreen Community Services,” which operates solely within Washington, proposes to lease office space to the nonprofit from a company he personally owns. This constitutes a conflicting interest transaction. To be protected from voidability, the lease agreement must be fair to Evergreen Community Services, or the director must fully disclose his interest and the terms of the lease to the board of directors, and the board must approve the transaction without the interested director’s vote. If the director fails to disclose his interest and the board approves it without knowledge, or if the lease is demonstrably unfair to the nonprofit, the transaction could be challenged and potentially voided. The question asks about the most robust legal protection for the nonprofit in this situation, assuming the director’s intent is to act in good faith but the transaction inherently creates a conflict. The most comprehensive protection, beyond mere fairness which can be subjective, involves full disclosure and proper board approval. Therefore, the director must disclose his interest and the terms of the lease to the board, and the board must then approve the transaction. This process aligns with the statutory requirements designed to safeguard the nonprofit’s interests.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.405, outlines the requirements for a nonprofit corporation to dissolve voluntarily. A dissolution generally requires a resolution adopted by the board of directors, followed by a vote of the members. For corporations with members, the board must adopt a resolution recommending dissolution and submit it to the members for a vote. The Act specifies that if a corporation has members entitled to vote on dissolution, the resolution must be adopted by a majority of the votes cast by members entitled to vote thereon at a meeting of members, or by a written ballot, or by written consent, in accordance with the provisions of the articles of incorporation or bylaws, or if no such provision is made in the articles or bylaws, then by a majority of all the votes cast by members entitled to vote thereon. If the corporation has no members or no members are entitled to vote on dissolution, the dissolution must be authorized by a majority of the directors. The initial step for voluntary dissolution in Washington, when members are involved, is the board’s adoption of a resolution recommending dissolution, which is then presented to the members for approval. This process ensures proper corporate governance and member involvement in significant decisions like dissolution.

In Washington State, a nonprofit corporation seeking to engage in activities that would normally require a business license, such as operating a retail store or charging admission for events, must still comply with general business licensing requirements unless specifically exempted. While the Washington State Business License Service (BLS) is the primary entity for obtaining business licenses, the core principle is that tax-exempt status under federal law (Section 501(c)(3) of the Internal Revenue Code) and state law (Washington’s Business and Occupation Tax exemption for charitable organizations) does not automatically exempt a nonprofit from all other state and local regulatory requirements, including licensing for specific commercial activities. The Washington State Department of Revenue administers the Business and Occupation (B&O) tax, and while many nonprofit activities are exempt from B&O tax, the act of conducting a business activity itself may necessitate a license. The key distinction lies between the nonprofit’s charitable purpose and the operational nature of a particular revenue-generating activity. For instance, operating a thrift store or a cafe, even if the proceeds support the charitable mission, constitutes a commercial enterprise that may fall under general business licensing provisions, unless a specific statutory exemption applies. Therefore, the nonprofit must investigate whether the specific activity undertaken requires a separate license or registration beyond its corporate status and tax-exempt filings. The Washington State Department of Licensing oversees various professional and business licenses, and a nonprofit engaging in regulated activities would need to consult their purview.

Washington’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, the process involves several key steps to ensure that assets are distributed appropriately and that the corporation ceases to exist in a legally recognized manner. A crucial aspect of this process is the distribution of remaining assets after all debts and liabilities have been paid. RCW 24.03A.725 mandates that any remaining assets must be distributed to one or more domestic or foreign corporations, societies, or trusts that are qualified under RCW 24.03A.725(2) to receive them. These qualifying entities are typically those organized and operated for charitable, religious, eleemosynary, educational, or scientific purposes, or for purposes that would qualify the recipient for tax exemption under federal law. This ensures that the assets continue to serve a public benefit purpose, aligning with the original mission of the dissolving nonprofit. Failure to distribute assets in accordance with this provision can lead to legal complications and potential reversion of assets to the state. The board of directors bears the responsibility for overseeing this proper distribution.

The Washington State Nonprofit Corporation Act, specifically RCW 24.03A.710, governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation or bylaws. If these documents do not specify the distribution plan, or if the plan is ineffective, the assets must be distributed to one or more domestic or foreign corporations, societies, or trusts that are qualified recipients under Washington law. A qualified recipient is generally an organization whose purposes are charitable, religious, or scientific, and that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or an organization that is exempt under other provisions of Section 501(c) but whose purposes align with the dissolved corporation’s mission. The Washington Secretary of State may also designate a recipient if no other qualified recipient can be identified. Distributing assets to individual members or directors, unless they are also qualified recipients and the articles permit, is generally not permissible and would constitute an improper diversion of charitable assets.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.315, outlines the requirements for a nonprofit corporation to merge with another entity. A merger plan must be adopted by the board of directors and then approved by the members. For corporations without members, or where member approval is not required by the articles of incorporation or bylaws, board approval alone is sufficient. However, if the articles of incorporation or bylaws require member approval for a merger, that process must be followed. The Act specifies that a merger proposal must be approved by a majority of the votes cast by the members present and entitled to vote at a meeting, provided a quorum is present, or by a greater percentage if stipulated in the articles or bylaws. If the merger would materially alter the purpose or nature of the nonprofit or impose additional obligations on members, a higher approval threshold may be necessary, often two-thirds of the votes cast by members entitled to vote. The question describes a scenario where the articles of incorporation are silent on member approval for mergers. In such cases, the default provisions of the Act apply. RCW 24.03A.315(3) states that if a corporation has members, a plan of merger must be approved by the members. The approval standard is typically a majority of the votes cast by members entitled to vote at a meeting where a quorum is present, unless the articles or bylaws specify otherwise. Since the articles are silent, and the bylaws are also not mentioned as having a specific provision, the default majority of votes cast by members entitled to vote at a meeting where a quorum is present is the applicable standard. Therefore, the plan requires approval by a majority of the votes cast by the members entitled to vote at a meeting where a quorum is present.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.425, outlines the requirements for a nonprofit corporation to dissolve voluntarily. A critical step involves the adoption of a plan of dissolution by the board of directors. Following board approval, the plan must be submitted to the members for their vote. For corporations with no members, or where the articles of incorporation or bylaws do not specify a voting procedure for dissolution, the plan must be approved by a majority of the directors present at a meeting where a quorum is present. If the articles of incorporation or bylaws do provide a specific voting threshold for dissolution, that threshold must be met. For corporations with members, unless the articles of incorporation or bylaws require a greater vote, the plan of dissolution requires approval by two-thirds of the votes cast by members entitled to vote thereon at a meeting of members, provided that notice of the meeting included the proposed dissolution. The explanation of the process should focus on the statutory requirements for member approval, if applicable, and the board’s role in initiating and approving the dissolution plan, recognizing that specific voting thresholds can be altered by the organizational documents. The scenario describes a situation where the bylaws do not specify a voting threshold for dissolution. In such cases, the default statutory provision for member approval, if members exist and have voting rights, applies. The statute requires two-thirds of the votes cast by members entitled to vote, provided notice of the meeting included the proposed dissolution. If there are no members, or members do not have voting rights, then a majority of the directors present at a meeting where a quorum exists is sufficient. Given the scenario, the question tests the understanding of the default member approval requirement when bylaws are silent.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, the process involves several steps to ensure that assets are distributed appropriately and that the corporation ceases to exist in a legally recognized manner. A key aspect of this process is the distribution of remaining assets after all liabilities have been satisfied. RCW 24.03A.505 outlines that assets not disposed of by a plan of distribution shall be distributed to a recipient that qualifies as an exempt organization under federal law, or for a public purpose, as determined by the court. This ensures that the charitable or public benefit purpose for which the nonprofit was established is continued, even after its dissolution. The distribution must be made to an organization that has similar purposes or to a governmental entity for a public purpose, preventing private inurement. The board of directors typically proposes a plan of dissolution and distribution, which must be approved by the members, if applicable, or by the directors themselves depending on the corporation’s bylaws and the Act’s provisions. The distribution of assets to a government entity for a public purpose is a valid and recognized method of asset distribution during nonprofit dissolution in Washington.

The scenario describes a situation where a Washington nonprofit organization, “Evergreen Arts Collective,” is considering a substantial investment in a new facility. The Washington Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the operations and decision-making processes of such organizations. A key aspect of this act relates to director duties and the process for approving significant transactions. Directors owe a duty of care and a duty of loyalty to the corporation. The duty of care requires directors to act with the care that a reasonably prudent person in a like position would exercise under similar circumstances. The duty of loyalty requires directors to act in the best interests of the corporation and not engage in self-dealing or conflicts of interest. For a major capital expenditure like purchasing a new facility, the board of directors must ensure that the decision is made in good faith, with the diligence expected of a prudent person, and with the best interests of the corporation as the primary consideration. This involves conducting thorough due diligence, understanding the financial implications, and assessing the strategic alignment of the investment with the organization’s mission. While the Act does not mandate a specific percentage of director approval for all decisions, it emphasizes the collective responsibility of the board. However, for transactions that could be considered extraordinary or that might involve potential conflicts of interest, additional scrutiny and, in some cases, member approval might be advisable or even required depending on the organization’s bylaws. In this case, the proposed investment is significant and requires careful deliberation by the board. The question tests the understanding of the board’s fiduciary duties and the process for approving major financial commitments. The Washington Nonprofit Corporation Act does not specify a mandatory supermajority for such decisions, but rather relies on the directors’ fulfillment of their duties of care and loyalty. Therefore, a simple majority of the directors present at a meeting where a quorum exists, provided the decision is made in accordance with their fiduciary duties, is generally sufficient for approving such a transaction under the Act, absent specific provisions in the organization’s articles of incorporation or bylaws that require a higher threshold. The act emphasizes the process of informed decision-making and acting in the best interest of the corporation.

Washington State’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the operations of nonprofit organizations. A key aspect of this act relates to the dissolution of a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, the distribution of its assets is strictly regulated to ensure that remaining property is applied to charitable or public purposes, preventing private inurement. According to RCW 24.03A.515, after paying or making provision for all liabilities, any remaining assets must be distributed to one or more persons exempt under Section 501(c)(3) of the Internal Revenue Code, or to any other person or entity that is organized and operated exclusively for charitable, educational, religious, scientific, or public purposes. The board of directors typically makes the decision to dissolve and must follow the procedures outlined in the Act, including providing notice to members and the Attorney General if required. The distribution of assets is a critical step in the dissolution process, ensuring that the corporation’s charitable mission continues through other qualified organizations. Failure to adhere to these distribution requirements can lead to legal challenges and penalties.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation, operation, and dissolution of nonprofit corporations. A key aspect of this act relates to the requirements for holding annual meetings and the consequences of failing to do so. RCW 24.03A.305 mandates that each nonprofit corporation shall hold an annual meeting of its members, if it has members, or its board of directors, if it does not have members, for the purpose of transacting any business that may be brought before the meeting. Failure to hold such a meeting can lead to various issues, including potential administrative dissolution by the Secretary of State under RCW 24.03A.805 if the corporation is deemed inactive or has failed to file required reports. Furthermore, internal bylaws often specify the notice periods and quorum requirements for these meetings. If a nonprofit corporation fails to hold its annual meeting for an extended period, and particularly if it fails to file its annual registration with the Secretary of State as required by RCW 24.03A.810, it risks administrative dissolution. This dissolution means the corporation loses its legal status and its ability to conduct business in Washington. Reinstatement is possible, but it requires rectifying the failures that led to dissolution and paying any associated fees. Therefore, the failure to hold an annual meeting, especially when coupled with non-compliance with filing requirements, is a direct pathway to dissolution under Washington law.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, the assets remaining after satisfying liabilities and obligations must be distributed for one or more exempt purposes. This is a fundamental principle of nonprofit law, ensuring that assets dedicated to charitable or public benefit are not diverted to private individuals. The Act outlines a process that typically involves a resolution by the board of directors, followed by a vote of the members if the corporation has members. Crucially, the distribution of assets upon dissolution is strictly regulated. Assets must be distributed to another organization that is qualified to receive deductible contributions under federal law, or to a public benefit corporation, or to a charitable trust, or to any other person or entity that is organized and operated exclusively for exempt purposes. This ensures that the charitable mission continues or that the assets are used for a similar public good. The distribution of assets to members, officers, or directors, or any private individuals, is prohibited unless those individuals are also beneficiaries of a qualifying exempt purpose, which is rare in a standard dissolution scenario. Therefore, a nonprofit corporation in Washington, upon dissolution, must distribute its remaining assets to another entity that meets specific criteria for exempt purposes.

The scenario describes a situation where a Washington nonprofit organization, “Puget Sound Preservation Alliance,” is seeking to amend its articles of incorporation to change its name and broaden its stated mission. According to Revised Code of Washington (RCW) 24.03A.120, a nonprofit corporation may amend its articles of incorporation by following the procedures outlined in the statute. This typically involves a resolution adopted by the board of directors and, in many cases, approval by the members if the articles or bylaws require it. The question specifically asks about the process for amending the articles. The core legal requirement for amending articles of incorporation for a Washington nonprofit is the filing of an amendment with the Secretary of State. This filing must be accompanied by a certificate from the corporation, executed by its chair or vice-chair, and the secretary or chief financial officer, setting forth the amendment and the manner of its adoption. This certificate is crucial as it formally documents the corporate action and ensures compliance with statutory requirements. Therefore, the correct procedural step is filing the amended articles with the Washington Secretary of State. Other options are either preliminary steps or incorrect procedures. For instance, while a board resolution is necessary, it is not the final step for the amendment to become legally effective. Obtaining federal tax-exempt status is a separate process governed by the IRS, and while important for a nonprofit, it is not directly related to the amendment of state articles of incorporation. A judicial decree is generally not required for a simple amendment of articles of incorporation unless there is a dispute or a specific statutory provision mandating it, which is not indicated here.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.470, addresses the rights of members to inspect corporate records. This statute grants members the right to inspect and copy, during reasonable times and for a proper purpose, any of the corporation’s records. A “proper purpose” is generally understood to be related to the member’s interest as a member, such as investigating potential mismanagement or understanding the financial health of the organization. The statute also allows for reasonable restrictions on the time and manner of inspection to prevent undue disruption of the corporation’s operations. The scenario describes a member, Ms. Anya Sharma, seeking financial records and minutes of board meetings to understand the allocation of funds and decisions made regarding a recent program. These are precisely the types of records a member would need for a proper purpose, as they directly relate to the governance and financial stewardship of the nonprofit. Therefore, the nonprofit’s board cannot outright refuse access, but can set reasonable parameters for the inspection. The refusal to provide any access at all, as implied by the board’s stance, would be a violation of RCW 24.03A.470.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation decides to dissolve, it must follow a statutory process. This process generally involves adopting a resolution of dissolution, filing a statement of dissolution with the Secretary of State, and then winding up the affairs of the corporation. Winding up includes ceasing business operations, collecting assets, paying liabilities, and distributing remaining assets. RCW 24.03A.705 outlines the procedures for voluntary dissolution. A key aspect of winding up is the proper distribution of assets. According to RCW 24.03A.715, assets remaining after the satisfaction of liabilities must be distributed for charitable purposes consistent with the corporation’s purposes, or to another organization that qualifies as a tax-exempt organization under federal law, or as directed by a court. If the articles of incorporation specify a particular recipient for remaining assets, that provision must be followed. However, if no such provision exists and the corporation has no outstanding liabilities, the remaining assets must be distributed to a person or organization designated by the board of directors, provided that such designation is consistent with the corporation’s purposes. The law aims to ensure that assets dedicated to charitable or public benefit are not diverted to private individuals or entities that do not serve a similar public purpose.

Washington’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation and operation of nonprofit corporations. When a nonprofit corporation is dissolved, the distribution of its assets is a critical step governed by statute and the organization’s own articles of incorporation and bylaws. The law mandates that after all liabilities and obligations have been paid or adequately provided for, remaining assets must be distributed to one or more “qualified organizations.” A qualified organization is defined under RCW 24.03A.705(1)(b) as a domestic or foreign corporation, society, association, fund, or any other organization that is organized and operated exclusively for charitable, religious, educational, scientific, literary, or public purposes, the net earnings of which do not inure to the benefit of any private shareholder or individual. Furthermore, the organization must be exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or its equivalent. This ensures that the assets continue to serve a public or charitable purpose, preventing private inurement. If the articles of incorporation specify a particular recipient for dissolved assets, that provision generally controls, provided the recipient meets the definition of a qualified organization. If no such provision exists, the superior court of the county where the corporation has its principal office can direct the distribution of assets to a qualified organization or organizations. The key principle is the dedication of assets to charitable or public uses, aligning with the original purpose of the nonprofit.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation intends to dissolve voluntarily, the process involves several key steps. First, the board of directors must adopt a resolution recommending dissolution and proposing a plan for winding up the corporation’s affairs. This plan must address how assets will be distributed. Following the board’s action, the resolution and plan must be submitted to the members for approval. For corporations with members, the Act generally requires approval by a majority of the votes cast by members entitled to vote thereon at a meeting called for that purpose, or by written consent if permitted by the bylaws. If the corporation has no members, or if the members have no voting rights, the resolution must be adopted by the board of directors. After member approval (or board approval in the absence of members), the corporation must file Articles of Dissolution with the Secretary of State. Prior to filing, the corporation must cease conducting its business except as necessary for winding up, and it must notify its creditors. The winding up process involves collecting assets, paying or making provision for liabilities, and distributing remaining assets to designated recipients. For tax-exempt organizations, this distribution must be made to other organizations that are themselves exempt under Section 501(c)(3) of the Internal Revenue Code or to governmental entities for public purposes, as per RCW 24.03A.415. Failure to follow these steps can lead to improper dissolution and potential liabilities for directors and officers. The question probes the specific approval mechanism required for voluntary dissolution when a nonprofit has members with voting rights.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A.405, governs the process of amending articles of incorporation. For a nonprofit corporation to amend its articles, the board of directors must adopt a resolution setting forth the proposed amendment. Subsequently, this resolution must be submitted to the members for a vote. The amendment is typically approved if it receives the affirmative vote of a majority of the members present and voting at a meeting of the members, provided a quorum is present. Alternatively, if the articles or bylaws permit, an amendment can be approved by written consent of the members, again usually requiring a majority of members entitled to vote. The amended articles must then be filed with the Secretary of State of Washington to become effective. The question focuses on the requirement for member approval of an amendment that alters the corporation’s purpose, which is a fundamental aspect of its existence and therefore necessitates member consent beyond just board action. Without this member approval, the amendment is not legally valid under Washington law.

The Washington Nonprofit Corporation Act, specifically RCW 24.03A.325, governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves, its assets must be distributed to one or more qualified organizations engaged in activities substantially similar to those of the dissolving corporation. This ensures that the charitable purpose for which the corporation was established continues to be served. A distribution to a for-profit entity or to individual members, unless they are also qualified charitable organizations under specific circumstances, would violate this principle of cy pres and the statutory requirements for asset distribution upon dissolution. The scenario describes a nonprofit dedicated to promoting arts education. Distributing assets to a for-profit art gallery or to the individual members of the board of directors, who are not established as charitable entities themselves, would not align with the intended charitable purpose. A distribution to another Washington nonprofit corporation focused on arts education or cultural enrichment would be the appropriate and legally compliant action.

The Washington Nonprofit Corporation Act, specifically RCW 24.03A.020, defines a public benefit corporation as a nonprofit corporation organized for a public or charitable purpose. This purpose must be for the benefit of a class of persons, the community, or the public at large. When a nonprofit corporation in Washington transitions from a public benefit purpose to a mutual benefit purpose, it fundamentally alters its mission and the beneficiaries of its activities. A mutual benefit corporation, as defined by RCW 24.03A.025, is organized for the benefit of its members, rather than the general public or a charitable cause. This shift requires a formal amendment to the articles of incorporation. The process for amending articles of incorporation for a Washington nonprofit corporation is governed by RCW 24.03A.120. This section mandates that amendments must be adopted by the board of directors and, in most cases, approved by the members, if the amendment would affect the members’ rights or if the articles require it. Crucially, the amendment must be filed with the Secretary of State. The purpose of this filing is to provide public notice of the change in the corporation’s legal status and its fundamental purpose. Without this filing, the amendment is not effective. Therefore, a nonprofit corporation that was originally organized as a public benefit entity and subsequently amends its articles to operate as a mutual benefit entity must file this amendment with the Washington Secretary of State to legally effectuate the change in its corporate purpose.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation, operation, and dissolution of nonprofit corporations. A key aspect of this act concerns the fiduciary duties owed by directors and officers. Directors owe a duty of care and a duty of loyalty to the corporation. The duty of care requires directors to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. This duty is often satisfied by making informed decisions, which typically involves gathering sufficient information, consulting with experts when necessary, and engaging in thoughtful deliberation. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid conflicts of interest. This means that directors cannot use their position for personal gain or to benefit another entity with which they have a personal interest, at the expense of the nonprofit. When a director faces a potential conflict, disclosure and recusal are critical steps. The Act provides mechanisms for addressing conflicts, such as board approval of a transaction after full disclosure, or approval by the members if the transaction involves a director. Failure to uphold these duties can lead to personal liability for damages caused to the corporation.

Washington’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation and operation of nonprofit corporations. When a nonprofit corporation in Washington dissolves, the distribution of its assets is a critical step governed by statute and its own organizational documents. The law prioritizes the satisfaction of liabilities and then directs the remaining assets to other qualified organizations. Specifically, RCW 24.03A.520 dictates that after dissolution and the winding up of affairs, any remaining assets shall be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws. If the articles or bylaws do not specify a particular recipient organization or purpose, the assets are to be distributed to any domestic or foreign corporation, society, or other organization that is eligible to receive a deduction in federal income taxes under Section 170(c)(2) of the Internal Revenue Code of 1986, as amended. This ensures that the assets continue to serve charitable or public purposes consistent with the original mission of the dissolved nonprofit. It is important to note that assets dedicated to a specific trust or endowment may have additional restrictions that must be followed. The process requires careful attention to the corporation’s governing documents and the specific provisions of the Nonprofit Corporation Act to ensure compliance and avoid improper distribution.

Washington’s Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the formation and operation of nonprofit organizations. When a nonprofit corporation intends to merge with another entity, the process requires adherence to statutory procedures to ensure legal validity and protect the interests of members, creditors, and the public. The Act outlines the requirements for a plan of merger, which must be adopted by the board of directors and then submitted for approval by the members. For a merger to be effective, the plan must typically receive a favorable vote from a specific percentage of the voting power of the members entitled to vote on the merger. RCW 24.03A.1202 specifies that a plan of merger must be approved by the members entitled to vote on the merger, and if the corporation has members, by such members as required by the articles of incorporation or bylaws. If the articles or bylaws do not specify a higher threshold, the Act generally requires approval by a majority of all the votes cast on the merger at a meeting of members where a quorum is present. However, for entities that may not have a traditional membership structure or where membership rights are complex, the board’s approval is a critical initial step. The board must adopt a resolution approving the plan of merger. Following board approval, the plan must be submitted to the members for their vote. The notice of the member meeting must include the plan of merger or a summary thereof. The approval threshold is typically a majority of the votes cast, provided a quorum is present, unless the articles or bylaws specify a higher percentage. The question tests the understanding of the statutory requirement for member approval of a merger under Washington law.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, the process involves several key steps to ensure assets are distributed properly and legal obligations are met. The Act mandates that after paying or making provision for all liabilities, the remaining assets must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws. If the articles or bylaws do not specify such purposes, or if the court directs, assets are distributed to a person or organization engaged in activities compatible with the exempt purposes of the dissolving corporation. This distribution is often referred to as the “trust fund doctrine” in nonprofit law, ensuring that assets dedicated to charitable or public benefit are not diverted to private benefit. The process requires a resolution by the board of directors, followed by a vote of the members, if applicable, and filing appropriate documentation with the Washington Secretary of State. The core principle is that assets of a dissolved nonprofit, after satisfying debts, must continue to serve a public or charitable purpose, aligning with the original mission and tax-exempt status.

The Washington State Nonprofit Corporation Act, specifically Revised Code of Washington (RCW) 24.03A, governs the operations of nonprofit corporations in the state. A key aspect of this act pertains to the dissolution of a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, it must follow a specific process to wind up its affairs. This process involves ceasing operations, collecting assets, paying liabilities, and distributing remaining assets. The distribution of assets upon dissolution is critical, particularly for organizations that have received tax-exempt status, such as under Section 501(c)(3) of the Internal Revenue Code. RCW 24.03A.610 dictates that assets remaining after liabilities are paid must be distributed to one or more qualified organizations engaged in activities similar to those of the dissolving corporation, or to a government agency for a public purpose. This ensures that the charitable assets continue to serve a public benefit and do not revert to private individuals or entities not aligned with the nonprofit’s mission. Failure to adhere to these distribution requirements can lead to legal challenges and potential loss of tax-exempt status for the recipient organizations. Therefore, careful planning and adherence to statutory mandates are essential during the dissolution process.