Revised Code of Washington
Chapter 24.03A - Washington Nonprofit Corporation Act.
24.03A.908 - Corporations holding property for charitable purposes.

RCW 24.03A.908
Corporations holding property for charitable purposes.

(1) A nonprofit corporation holding property for charitable purposes, including any charitable corporation, may not deliver articles of dissolution to the secretary of state for filing pursuant to RCW 24.03A.910 until it has complied with all of the requirements of this section.
(2) A nonprofit corporation described in subsection (1) of this section shall adopt a plan for the distribution of assets for the purpose of authorizing any transfer or conveyance of property held for charitable purposes, which shall:
(a) Be consistent with RCW 24.03A.906 and 24.03A.914; and
(b) Include a brief description of the following:
(i) Real property held for charitable purposes, and its nature and location;
(ii) Cash, bank deposits, brokerage accounts, or other financial assets held for charitable purposes, and their approximate total fair market value;
(iii) Other personal property held for charitable purposes, and its nature and approximate total fair market value; and
(iv) Any gift restrictions applicable to any property described in (b)(i) through (iii) of this subsection, and the nature of those restrictions.
(3) A plan of distribution shall be adopted in the following manner:
(a) Where there are no members, or no members having voting rights, a plan of distribution is adopted at a meeting of the board upon receiving a vote of a majority of the directors in office.
(b) Where there are members having voting rights, the board shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights. Such vote may take place at the same meeting during which members having voting rights vote upon dissolution of the nonprofit corporation. Notice in the form of a record setting forth the proposed plan of distribution or a summary thereof must be given to each member, whether or not entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution is adopted upon receiving votes from a majority of the members entitled to vote at a meeting at which a quorum is present, and, if any class of members is entitled to vote as a separate group on the plan, the approval by a majority of the members in each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. If the members entitled to vote on the dissolution approve the proposal to dissolve but do not approve the proposed plan of distribution in all material respects, then the board may either accept the plan of distribution, as approved by the members, or propose a new plan of distribution to the members for approval. This process shall continue until a plan of distribution acceptable to the board has been approved by the members. If successive votes take place at the same meeting of members, then no further notices or meetings are required.
(4) A nonprofit corporation described in subsection (1) of this section shall give the attorney general notice that it intends to dissolve. The notice shall include:
(a) A copy of the plan of distribution proposed to be adopted in accordance with subsection (3) of this section; and
(b) The names and phone numbers of individuals available to answer questions regarding the dissolution and proposed plan of distribution.
(5) Notice required under subsection (4) of this section must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed plan is to be adopted. No plan of distribution for a corporation described in subsection (1) of this section may be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the plan, approval of the plan is deemed to have been given.

[ 2021 c 176 § 3503.]
NOTES:

Effective date—2021 c 176: See note following RCW 24.03A.005.

Structure Revised Code of Washington

Revised Code of Washington

Title 24 - Corporations and Associations (Nonprofit)

Chapter 24.03A - Washington Nonprofit Corporation Act.

24.03A.005 - Short title.

24.03A.010 - Definitions.

24.03A.015 - Notice.

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.070 - Annual report.

24.03A.075 - Major changes by charitable corporations.

24.03A.080 - Powers of secretary of state.

24.03A.085 - Fees.

24.03A.090 - Incorporators.

24.03A.095 - Corporate name.

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.125 - Bylaws.

24.03A.130 - Purposes.

24.03A.135 - Power to modify purposes.

24.03A.140 - General powers.

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.315 - Members.

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.385 - Delegates.

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.420 - Record date.

24.03A.425 - Conduct of meeting.

24.03A.430 - Proxies.

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.585 - Officers—Duties.

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.680 - Effective date.

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.710 - Definitions.

24.03A.715 - Property held for charitable purposes.

24.03A.720 - Prohibition of financial benefit.

24.03A.725 - Limitations on charitable corporations.

24.03A.730 - Merger.

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.755 - Definitions.

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.785 - Domestication.

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.940 - Receivership.

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.

24.03A.962 - Definitions.

24.03A.964 - Proceedings prior to corporate action.

24.03A.966 - Review of contested corporate action.