Corporate Officer Appointment, Duties, Removal, and Vacancy Requirements in Washington

At a glance

Requirements one by one

Washington requires a records function, not named executive titles

Section 23B.08.400(1) leaves the officer list to the bylaws and board appointments made under them. It does not require president, secretary, or treasurer as universal titles.

The corporation must still assign one officer responsibility for preparing board and shareholder minutes and authenticating corporate records. The bylaws or board chooses that officer; the statute does not reserve the function to a secretary title.

Appointment and duty-setting can move through an officer

The bylaws and board supply the primary appointment structure. A duly appointed officer may appoint officers or assistant officers when the bylaws or board authorizes it under RCW 23B.08.400(2).

Officer authority and duties follow the same layered model. Under RCW 23B.08.410, the bylaws control first; consistently with them, the board or a board-authorized officer may prescribe duties. If the board acts at a meeting, RCW 23B.08.240(3) makes a majority of directors present with quorum the default act unless the articles, bylaws, or title require more.

One individual may hold several offices

RCW 23B.08.400(4) expressly permits one individual to hold more than one office simultaneously. The surveyed provisions state no general requirement that an officer also be a director or shareholder or reside in Washington.

Holding several titles does not itself enlarge authority. The bylaws, board action, and any valid delegated appointment or duty direction remain the sources for what the officer may do.

The annual report does not list officers

The officer sections state no fixed term, successor-qualified holdover, or failure-to-elect consequence. The corporation's bylaws and appointment and departure records determine who currently holds office.

Washington's public report is not an officer roster. RCW 23.95.255(2)-(4) lists the entity's governors, registered agent, principal office, business description, and UBI, but no officer-name field. The information is current as of execution, the Secretary of State sets the annual report date, and the entity may file at additional times.

Resignation can depend on a future event

An officer delivers written notice to the board, its chair, the appointing officer, or the corporation's secretary. Ordinary effect follows RCW 23B.01.410(9); the notice may instead provide a delayed date or a future event.

If the board or appointing officer accepts the delay, it may select a successor before the vacancy occurs. The new officer may not take office early.

Removal can follow the appointment chain

The board may remove any officer at any time with or without cause. Under RCW 23B.08.430(2)-(3), the appointing officer may also remove with or without cause unless the bylaws or board provides otherwise, and another officer may remove when authorized. A successor to the original appointing officer inherits that statutory status.

Corporate office remains separate from contract rights. RCW 23B.08.440 says appointment alone creates none, removal does not affect an officer's existing contract rights, and resignation does not affect the corporation's contract rights.

What trips people up

• The records officer need not be called secretary. Washington mandates the minutes and authentication function but lets the bylaws or board choose the officer who holds it.
• The board is not the only appointment or removal actor. A properly authorized officer may appoint, prescribe duties, and remove along the statutory chain.
• A future-event resignation is allowed. Advance successor selection depends on acceptance of the delay, and the successor waits for the event.
• The annual report is not an officer roster. It lists governors, which for a corporation are its directors, but not ordinary officer names.

Common questions

Must the corporation have a president, secretary, and treasurer?

No. The bylaws and board define the titles, while one officer must receive the minutes and record-authentication function.

Can one officer appoint another officer?

Yes, if the bylaws or board authorizes the duly appointed officer to make that appointment.

Can an officer resign effective when an event occurs?

Yes. RCW 23B.08.430 expressly permits effectiveness determined by a future event or events.

Must an officer change be filed with the Secretary of State?

The surveyed officer provisions create no separate officer-change filing, and RCW 23.95.255 does not require officer names in the annual report.

Statutes and sources

• RCW 23B.08.400, .410, .430, and .440 — officer structure, delegated appointment and duties, records function, multiple offices, resignation, removal, pending successor, and contract rights. Official .400, official .410, official .430, and official .440 (accessed 2026-08-24).
• RCW 23B.01.410(9) and 23B.08.240(3) — notice effectiveness and default board vote. Official notice section and official board-vote section (accessed 2026-08-24).
• RCW 23.95.255(2)-(4) — initial/annual report contents, currency, and timing. Official section (accessed 2026-08-24).