Revised Code of Washington
Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.
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 pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, own, hold, be trustee of, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.
(6) To lend money to its employees.
(7) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other domestic or foreign corporations, whether for profit or not for profit, associations, partnerships or individuals, or direct or indirect obligations of the United States, or of any other government, state, territory, governmental district or municipality or of any instrumentality thereof.
(8) To make contracts and incur liabilities, borrow money at such rates of interest as the corporation may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
(9) To lend money for its corporate purposes, invest and reinvest its funds, and take and hold real and personal property as security for the payment of funds so loaned or invested.
(10) To conduct its affairs, carry on its operations, and have offices and exercise the powers granted by this chapter, in any state, territory, district, or possession of the United States, or in any foreign country.
(11) To elect or appoint officers and agents of the corporation, and define their duties and fix their compensation.
(12) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of the affairs of the corporation.
(13) To establish and maintain reserve, equity, surplus or other funds, and to provide for the time, form and manner of distribution of such funds among members, shareholders or other persons with interests therein in accordance with the articles of incorporation.
(14) Unless otherwise provided in the articles of incorporation, to make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war to make donations in aid of the United States and its war activities.
(15) To indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, against expenses actually and necessarily incurred by him or her in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been such director or officer, except for acts or omissions that involve intentional misconduct or a knowing violation of law by the director or officer, or that involve a transaction from which the director or officer will personally receive a benefit in money, property, or services to which the director or officer is not legally entitled: PROVIDED, That such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any bylaw, agreement, vote of board of directors or members or shareholders, or otherwise.
(16) To cease its corporate activities and surrender its corporate franchise.
(17) To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized and not inconsistent with the articles of incorporation or the provisions of this chapter.

[ 2001 c 271 § 3; 1969 ex.s. c 120 § 6.]
NOTES:

Indemnification of agents, insurance: RCW 23B.08.320, 23B.08.500 through 23B.08.580, 23B.08.600, and 23B.17.030.

Structure Revised Code of Washington

Revised Code of Washington

Title 24 - Corporations and Associations (Nonprofit)

Chapter 24.06 - Nonprofit Miscellaneous and Mutual Corporations Act.

24.06.005 - Definitions.

24.06.010 - Application of chapter.

24.06.015 - Purposes.

24.06.020 - Incorporators.

24.06.025 - Articles of incorporation.

24.06.030 - General powers.

24.06.032 - Additional rights and powers authorized.

24.06.035 - Nonprofit status—Members', officers' immunity from liability.

24.06.040 - Defense of ultra vires.

24.06.043 - Indemnification of agents of any corporation authorized.

24.06.045 - Corporate name.

24.06.046 - Reservation of exclusive right to use corporate name.

24.06.047 - Registration of corporate name.

24.06.048 - Renewal of registration of corporate name.

24.06.050 - Registered agent.

24.06.055 - Change of registered agent.

24.06.060 - Service of process on corporation.

24.06.065 - Members.

24.06.070 - Shares—Issuance—Payment—Subscription agreements.

24.06.075 - Shares—Consideration, fixing.

24.06.080 - Shares—Certificates.

24.06.085 - Liability of shareholders, subscribers, assignees, executors, trustees, etc.

24.06.090 - Preemptive share acquisition rights.

24.06.095 - Bylaws.

24.06.100 - Meetings of members and shareholders.

24.06.105 - Notice of meetings.

24.06.110 - Voting.

24.06.115 - Quorum.

24.06.120 - Class voting.

24.06.125 - Board of directors.

24.06.130 - Number and election of directors.

24.06.135 - Vacancies.

24.06.140 - Quorum of directors.

24.06.145 - Committees.

24.06.150 - Directors' meetings.

24.06.153 - Duties of director or officer—Standards—Liability.

24.06.155 - Officers.

24.06.160 - Books and records.

24.06.165 - Loans to directors or officers.

24.06.175 - Effect of filing of articles of incorporation.

24.06.180 - Organization meeting.

24.06.185 - Right to amend articles of incorporation.

24.06.190 - Procedure to amend articles of incorporation.

24.06.195 - Articles of amendment.

24.06.200 - Filing of articles of amendment—Procedure.

24.06.205 - When amendment becomes effective—Existing actions and rights not affected.

24.06.207 - Restated articles of incorporation.

24.06.210 - Procedure for merger.

24.06.215 - Procedure for consolidation.

24.06.220 - Approval of merger or consolidation.

24.06.225 - Articles of merger or consolidation.

24.06.230 - Merger or consolidation—When effected.

24.06.233 - Merger or consolidation of domestic and foreign corporation—Participation in an exchange.

24.06.235 - Effect of merger or consolidation.

24.06.240 - Sale, lease, exchange, etc., of property and assets.

24.06.245 - Right of member or shareholder to dissent.

24.06.250 - Exercise of right of dissent—Rights and liabilities.

24.06.255 - Payment of fair value to dissenting member or shareholder.

24.06.260 - Voluntary dissolution.

24.06.265 - Distribution of assets.

24.06.270 - Revocation of voluntary dissolution proceedings.

24.06.275 - Articles of dissolution.

24.06.280 - Filing of articles of dissolution.

24.06.285 - Involuntary dissolution.

24.06.290 - Proceedings for administrative dissolution—Reinstatement—Survival of actions.

24.06.295 - Venue and process.

24.06.300 - Jurisdiction of court to liquidate assets and dissolve corporation.

24.06.305 - Procedure in liquidation of corporation in court.

24.06.310 - Qualifications of receivers—Bond.

24.06.315 - Filing of claims in liquidation proceedings.

24.06.320 - Discontinuance of liquidation proceedings.

24.06.325 - Decree of involuntary dissolution.

24.06.330 - Filing of decree of dissolution.

24.06.335 - Survival of remedies after dissolution.

24.06.340 - Registration of foreign corporation—Right to conduct affairs in the state.

24.06.345 - Effect of registration—Governing law.

24.06.350 - Corporate name of foreign corporation.

24.06.360 - Foreign registration statement—Filing.

24.06.367 - Certificate of authority as insurance company—Filing of documents.

24.06.369 - Certificate of authority as insurance company—Registration or reservation of name.

24.06.370 - Authorization to conduct affairs in the state—Right of state to terminate registration.

24.06.375 - Registered agent of foreign corporation.

24.06.380 - Change of registered agent of foreign corporation.

24.06.385 - Resignation of registered agent.

24.06.390 - Service of process, notice, or demand on corporation.

24.06.395 - Failure to appoint or maintain agent—Service of process, notice, or demand.

24.06.400 - Amendment to articles of incorporation of foreign corporation.

24.06.405 - Merger of foreign corporation authorized to conduct affairs in this state.

24.06.410 - Amended foreign registration statement.

24.06.415 - Withdrawal of foreign corporation.

24.06.425 - Termination of registration.

24.06.435 - Conducting affairs without registering.

24.06.440 - Annual report of domestic and foreign corporations.

24.06.450 - Applicable fees, charges, and penalties.

24.06.462 - Fees for services by secretary of state.

24.06.465 - Penalties imposed upon corporation—Penalty established by secretary of state.

24.06.470 - Penalties imposed upon directors and officers.

24.06.475 - Interrogatories by secretary of state.

24.06.480 - Confidential nature of information disclosed by interrogatories.

24.06.485 - Power and authority of secretary of state.

24.06.490 - Duty of secretary of state to file—Review of refusal to file.

24.06.500 - Greater voting requirements.

24.06.505 - Waiver of notice.

24.06.510 - Action by members or directors without a meeting.

24.06.515 - Unauthorized assumption of corporate powers.

24.06.520 - Reinstatement and renewal of corporate existence—Fee.

24.06.525 - Reorganization of corporations or associations in accordance with this chapter.

24.06.600 - Locally regulated utilities—Attachments to poles.

24.06.610 - Tariff for irrigation pumping service—Authority for locally regulated utility to buy back electricity.

24.06.615 - Conversion of domestic corporation to limited cooperative association—Procedure.

24.06.900 - Short title.

24.06.905 - Existing liabilities not terminated—Continuation of corporate existence—Application of chapter.

24.06.920 - Effective date—1969 ex.s. c 120.