RCW 24.03A.475
Action without meeting by unanimous written consent.
(1) Except as provided in the articles or bylaws, action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting if the action is taken by all the members entitled to vote on the action. The action must be evidenced by one or more consents in the form of a record bearing the date of execution and describing the action taken, executed by all the members entitled to vote on the action, and delivered to the membership corporation for inclusion in the minutes or filing with the corporate records.
(2) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420, the record date for determining members entitled to take action without a meeting is the date the first member executes the consent under subsection (1) of this section. A consent shall not be effective to take the corporate action referred to therein unless, within sixty days after the earliest date appearing on a consent delivered to the membership corporation in the manner required by this section, consents executed by all members entitled to vote on the action are received by the corporation. A consent may be revoked by an executed notice in the form of a record to that effect received by the corporation before receipt by the corporation of unrevoked consents sufficient in number to take corporate action.
(3) A consent executed under this section has the same force and effect as a unanimous vote at a meeting duly called and held, and may be described as such.
(4) If this chapter, the articles, or the bylaws require that prior notice of any proposed action be given to members not entitled to vote on the action and the action is to be taken by consent of the members entitled to vote, then the membership corporation shall deliver to the members not entitled to vote notice of the proposed action at least ten days before taking the action by consent. The notice must contain or be accompanied by the same material that would have been required to be delivered to members not entitled to vote in a notice of meeting at which the proposed action would have been submitted to the members for action.
[ 2021 c 176 § 2318.]
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.
Structure Revised Code of Washington
Title 24 - Corporations and Associations (Nonprofit)
Chapter 24.03A - Washington Nonprofit Corporation Act.
24.03A.020 - Service on corporations.
24.03A.025 - Venue for actions.
24.03A.030 - Application to existing nonprofit corporations.
24.03A.035 - Application to registered foreign nonprofit corporations.
24.03A.040 - Relationship to prior statutes.
24.03A.045 - Relationship to other laws.
24.03A.050 - Subordination to canon law.
24.03A.055 - Applicability of uniform business organizations code.
24.03A.060 - Filing requirements.
24.03A.065 - Electronic filings.
24.03A.075 - Major changes by charitable corporations.
24.03A.080 - Powers of secretary of state.
24.03A.100 - Articles of incorporation.
24.03A.105 - Effectiveness of incorporation.
24.03A.110 - Requirement of registered agent.
24.03A.115 - Liability for preincorporation transactions.
24.03A.120 - Organization of corporations.
24.03A.135 - Power to modify purposes.
24.03A.145 - Emergency powers.
24.03A.150 - Ultra vires action.
24.03A.155 - Distributions prohibited.
24.03A.160 - Reasonable compensation permitted.
24.03A.165 - Property held for charitable purposes.
24.03A.170 - Debt and security interests.
24.03A.175 - Private foundations.
24.03A.180 - Unrestricted gifts.
24.03A.185 - Restricted gifts.
24.03A.190 - Modification or release of gift restrictions.
24.03A.195 - Binding agreement to modify or release restrictions.
24.03A.200 - Judicial modification or release of restrictions.
24.03A.205 - Charitable purpose survives.
24.03A.210 - Corporate records.
24.03A.215 - Inspection by members.
24.03A.220 - Scope of member's inspection right.
24.03A.225 - Financial statements for members.
24.03A.230 - Court-ordered inspection.
24.03A.235 - Inspection by directors.
24.03A.240 - Use of membership list.
24.03A.245 - Public benefit designation.
24.03A.250 - Application and renewal.
24.03A.255 - Removal of status.
24.03A.260 - Registration to do business.
24.03A.265 - Effect of registration.
24.03A.270 - Name of foreign nonprofit corporation.
24.03A.275 - Registered agent of foreign nonprofit corporation.
24.03A.280 - Service on foreign nonprofit corporation.
24.03A.285 - Withdrawal of registration.
24.03A.290 - Withdrawal upon conversion or dissolution.
24.03A.295 - Amendment to registration upon conversion.
24.03A.300 - Transfer of registration.
24.03A.305 - Termination of registration.
24.03A.310 - Judicial review of termination.
24.03A.320 - Scope of membership.
24.03A.325 - Admission of members.
24.03A.330 - Consideration for admission.
24.03A.335 - Capital contributions.
24.03A.340 - Rights and obligations.
24.03A.345 - Differences in rights and obligations.
24.03A.350 - Transfers of membership.
24.03A.355 - Member's liability for corporate obligations.
24.03A.360 - Member's liability for dues, fees, and assessments.
24.03A.365 - Creditor's action against member.
24.03A.370 - Resignation of member.
24.03A.375 - Termination and suspension of membership.
24.03A.380 - Repurchase of memberships.
24.03A.390 - Annual and regular meetings.
24.03A.395 - Special meetings.
24.03A.400 - Court-ordered meeting.
24.03A.405 - List of members for meeting.
24.03A.410 - Notice of membership meeting.
24.03A.415 - Waiver of notice.
24.03A.425 - Conduct of meeting.
24.03A.435 - Voting entitlement of members.
24.03A.440 - Membership quorum and voting requirements.
24.03A.445 - Differing quorum and voting requirements.
24.03A.450 - Voting for directors.
24.03A.455 - Acceptance of ballots, consents, waivers, or proxies.
24.03A.460 - Inspectors of election.
24.03A.465 - Action by voting groups.
24.03A.470 - Voting agreements.
24.03A.475 - Action without meeting by unanimous written consent.
24.03A.480 - Action without meeting by ballot.
24.03A.485 - Procedure for remote meetings.
24.03A.490 - Board of directors—Authority.
24.03A.495 - Standards of conduct for directors.
24.03A.500 - Qualification of directors.
24.03A.505 - Number of directors.
24.03A.510 - Selection of directors.
24.03A.515 - Terms of directors, generally.
24.03A.520 - Staggered terms for directors.
24.03A.525 - Resignation of director.
24.03A.530 - Removal of directors.
24.03A.535 - Vacancy on board of directors.
24.03A.540 - Liability of directors.
24.03A.545 - Compensation of directors.
24.03A.550 - Meetings of the board.
24.03A.555 - Notice of board meetings.
24.03A.560 - Waiver of notice.
24.03A.565 - Board quorum and voting requirements.
24.03A.570 - Action without meeting by unanimous written consent.
24.03A.575 - Board and advisory committees.
24.03A.580 - Procedure for remote meetings.
24.03A.590 - Standards of conduct for officers.
24.03A.595 - Resignation and removal of officers.
24.03A.600 - Contract rights of officers.
24.03A.605 - Loans or guarantees.
24.03A.610 - Liability for unlawful distributions.
24.03A.615 - Conflicting interest transactions—Voidability.
24.03A.620 - Business opportunities.
24.03A.625 - Removal by judicial proceeding.
24.03A.630 - Indemnification and advance for expenses.
24.03A.635 - Directors and officers under 18 years of age.
24.03A.640 - Authority to amend.
24.03A.645 - Amendment of articles by nonmembership corporation.
24.03A.650 - Amendment before admission of members.
24.03A.655 - Amendment after admission of members.
24.03A.660 - Voting on amendments by voting groups.
24.03A.665 - Articles of amendment.
24.03A.670 - Restated articles of incorporation.
24.03A.675 - Amendment of articles pursuant to reorganization.
24.03A.685 - Effect of articles of amendment.
24.03A.690 - Power to amend bylaws.
24.03A.695 - Bylaw amendments requiring member approval.
24.03A.700 - Effect of bylaw amendment.
24.03A.705 - Approval of amendments by third parties.
24.03A.715 - Property held for charitable purposes.
24.03A.720 - Prohibition of financial benefit.
24.03A.725 - Limitations on charitable corporations.
24.03A.735 - Adoption of plan of merger.
24.03A.740 - Articles of merger.
24.03A.745 - Effect of merger.
24.03A.750 - Abandonment of merger.
24.03A.760 - Excluded transactions.
24.03A.765 - Required approvals.
24.03A.770 - Property held for charitable purposes.
24.03A.775 - Prohibition on financial benefit.
24.03A.780 - Voting rights in existing corporations.
24.03A.790 - Action on a plan of domestication.
24.03A.795 - Articles of domestication.
24.03A.800 - Effect of domestication.
24.03A.805 - Abandonment of domestication.
24.03A.810 - For-profit conversion of noncharitable corporations.
24.03A.815 - Action on a plan of for-profit conversion.
24.03A.820 - Articles of for-profit conversion.
24.03A.825 - Effect of for-profit conversion.
24.03A.830 - Abandonment of for-profit conversion.
24.03A.835 - For-profit domestication and conversion.
24.03A.840 - Articles of domestication and conversion.
24.03A.845 - Effect of for-profit domestication and conversion.
24.03A.850 - Abandonment of for-profit domestication and conversion.
24.03A.855 - Entity conversion for noncharitable corporations.
24.03A.860 - Plan of entity conversion.
24.03A.865 - Action on a plan of entity conversion.
24.03A.870 - Articles of entity conversion.
24.03A.875 - Effect of entity conversion.
24.03A.880 - Abandonment of entity conversion.
24.03A.885 - Dispositions not requiring member approval.
24.03A.890 - Dispositions requiring member approval.
24.03A.895 - Effect of dispositions.
24.03A.900 - Property held for charitable purposes.
24.03A.902 - Prohibition of financial benefit.
24.03A.904 - Authorization of voluntary dissolution.
24.03A.906 - Distribution of assets on dissolution.
24.03A.908 - Corporations holding property for charitable purposes.
24.03A.910 - Articles of dissolution.
24.03A.912 - Revocation of dissolution.
24.03A.914 - Effect of dissolution.
24.03A.916 - Prohibition of financial benefit.
24.03A.918 - Known claims against dissolved corporation.
24.03A.920 - Other claims against dissolved corporation.
24.03A.922 - Enforcement of claims.
24.03A.924 - Court proceedings.
24.03A.926 - Directors' duties.
24.03A.928 - Administrative dissolution.
24.03A.930 - Procedure and effect of administrative dissolution.
24.03A.932 - Property held for charitable purposes.
24.03A.934 - Reinstatement of administratively dissolved corporation.
24.03A.936 - Judicial dissolution.
24.03A.938 - Procedure for judicial dissolution.
24.03A.942 - Decree of dissolution.
24.03A.944 - Notice to attorney general.
24.03A.946 - Actions to secure property held for charitable purposes.
24.03A.948 - Attorney general's right to intervene.
24.03A.950 - Attorney general's investigative power.
24.03A.952 - Civil investigative demands.
24.03A.954 - Religious corporations.
24.03A.956 - Assurances of discontinuance.
24.03A.958 - Civil penalties, costs, and fees.
24.03A.960 - Charitable asset protection account.