Nonprofit Corporation Articles Amendment Approval and Filing in Washington

At a glance

Requirements one by one

Board proposal and member vote

Section 24.03A.655(1)(a)–(e) ordinarily puts a proposed amendment before the board, then the members entitled to vote. The board must recommend approval or give members its reason for declining to recommend it. If the articles or bylaws permit, at least ten percent of the members entitled to vote may propose an amendment; the governing documents may set a higher proposer threshold. That member proposal does not require the usual board adoption or recommendation.

At a meeting, § 24.03A.655(1)(i) requires approval by the members entitled to vote and by each separate voting group. Section 24.03A.440(1)–(4) supplies the general default: ten percent of votes entitled to be cast is a quorum, and votes for must exceed votes against. Section 24.03A.445 allows higher voting requirements and different quorum rules in the articles or bylaws, but changing an existing higher threshold must itself satisfy that threshold.

Separate approvals

Under § 24.03A.660, a separate class vote can be provided for a change to class rights, powers, preferences, or limitations; division into new classes requires majority approval of the members of each new class. Section 24.03A.695(2) also requires approval of each affected class when an articles amendment changes the operation of that section's protected bylaw rules. Articles may give a named person or group an additional approval right under § 24.03A.705. Sections 24.03A.645(2) and 24.03A.655(1)(j) protect an outside person's right to appoint a director when an amendment changes or deletes that right.

Notice and approval without a meeting

The § 24.03A.655(1)(f) amendment notice goes to every member, including a nonvoting member, and includes the proposed text or a summary with a copy available on request. The general meeting window in § 24.03A.410(1) is ten to sixty days. Section 24.03A.475 permits action by unanimous written member consent unless the articles or bylaws provide otherwise; § 24.03A.480 permits a ballot without a meeting unless those documents restrict it, with the required quorum and approval counted from returned ballots.

Filing and effective time

Section 24.03A.665 calls for the corporate name, amendment text, adoption date, and a statement of the applicable board-only or member approval. An officer or other authorized representative executes the document and delivers it to the Secretary of State. WAC 434-112-085(8)(c) sets a twenty-dollar amendment filing fee; paragraph (e) sets the same fee for a restatement. Under § 24.03A.680, filing makes the amendment effective unless a delayed date is specified. Section 23.95.210(2) permits a specified delayed date and time no more than ninety days after filing. A restatement containing a new amendment follows the applicable approval route and carries the amendment filing information under § 24.03A.670.

What trips people up

A membership corporation with no members yet uses the board route in § 24.03A.650. After admission, if no member is entitled to vote on an amendment, § 24.03A.655(1)(k) requires notice to all members at least five days before filing. A nonmembership corporation instead follows § 24.03A.645: ordinarily a majority of directors in office approves, subject to the articles and any protected director-appointment rights. The limited board-only housekeeping changes for a membership corporation appear in § 24.03A.655(2).

For a charitable corporation, an amendment adding a substantially different purpose triggers the next-annual-report rule in §§ 24.03A.640(2) and 24.03A.075, subject to § 24.03A.075(3)'s exceptions. Section 24.03A.685(2) separately protects restrictions on property held for charitable purposes; an articles amendment does not itself modify such a restriction.

Common questions

Can members revise the proposal during the meeting? Section 24.03A.655(1)(g)–(h) permits revisions within the subject matter described in the notice. The board decides whether a revision stays within that scope and may accept it or send a further revised proposal back to the members.

Can an outside appointer lose its appointment right by an articles vote? Sections 24.03A.645(2) and 24.03A.655(1)(j) generally require that person's approval as a voting group when the amendment changes or deletes a provision for an outside person to appoint a director, subject to the specified exceptions.

Can the corporation combine earlier amendments in one document? Yes. Section 24.03A.670(1) lets the board restate without substantive change; a restatement containing a new amendment must follow the applicable approval procedure.

Statutes and sources

• Wash. Rev. Code § 24.03A.640 — “(1) A nonprofit corporation may amend its articles of incorporation, from time to time, so long as its articles as amended contain only provisions that are lawful under this chapter. (2) Amendments to the articles of a charitable corporation to include one or more purposes of the corporation substantially different from the corporation's purposes before the amendment are subject to the reporting requirement set out in RCW 24.03A.075 .” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.645 — “(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation's articles by the vote of a majority of the directors in office. (2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group. (3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation's articles without approval of any of the other persons identified in subsection (2) of this section to: (a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) Delete the names and addresses of the initial directors; (c) Notwithstanding RCW 24.03A.100 (1), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; and (d) Restate without change all of the then operative provisions of the articles.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.650 — “If a membership corporation has not yet admitted members, then its board may adopt one or more amendments to the articles.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.655 — “(1) An amendment to the articles of a membership corporation must be adopted in the following manner: (a) Except as provided in (e) of this subsection, a proposed amendment must be adopted by the board. (b) Except as provided in RCW 24.03A.670 and 24.03A.675 , a proposed amendment must be submitted to the members entitled to vote on the amendment, if any, for their approval. (c) The board shall deliver to all members a recommendation that the members approve an amendment, unless the board makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board shall deliver to the members the basis for that determination. (d) The board may condition its submission of an amendment to the members on any basis. Such a condition is in addition to any approval requirements set forth in the corporation's articles or bylaws or in this chapter. (e) If the articles or bylaws so permit, an amendment may be proposed by ten percent or more of the members entitled to vote on the amendment, or by a greater number of members if the articles or bylaws so specify. The provisions of (a), (c), and (d) of this subsection do not apply to an amendment proposed by the members under this subsection. (f) If an amendment is required to be approved by the members, including under (e) of this subsection, and the approval is to be given at a meeting, then the corporation shall give notice to each member, whether or not entitled to vote on the amendment, of the meeting of members at which the amendment is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment and must contain or be accompanied by a copy or summary of the amendment. If a summary is provided in lieu of a copy of the amendment, then a copy must be available to members upon request and the notice shall state that fact. (g) At a meeting described in (f) of this subsection, those members entitled to vote on the amendment may: (i) Approve or reject the amendment exactly as provided or summarized in the notice of the meeting; or (ii) Approve revisions to the amendment at the meeting, if the subject matter of the revisions is within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting. (h) The board shall determine whether the subject matter of any revisions approved by members remains within the scope of the subject matter of the amendment as provided or summarized in the notice of the meeting. If the board determines that the revisions approved by the members are not within that scope, then the amendment is deemed rejected by the membership. If the board determines that the revisions by members are within scope, then the board may: (i) Accept the amendment incorporating the revisions approved by the members; or (ii) Propose a further revised amendment to the members for approval. This process may continue until an amendment 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. (i) Unless the articles or bylaws, or the board acting pursuant to (d) of this subsection, requires a greater vote or a greater number of votes to be present, the approval of an amendment by the members entitled to vote thereon requires the approval of those members 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 amendment, the approval of each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. (j) Except as provided in subsection (2) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group. (k) If a membership corporation has no members entitled to vote on the amendment, then the corporation shall deliver notice of the approval of the amendment by the board to all members of the corporation at least five days before filing articles of amendment or restated articles of incorporation with the secretary of state. (2) Unless the articles provide otherwise, the board of a membership corporation may adopt amendments to the corporation's articles without approval of the members to: (a) Delete the names and addresses of the initial directors; (b) Notwithstanding RCW 24.03A.100 (2), delete the name of each incorporator and the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state; or (c) Restate without change all of the then operative provisions of the articles.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.660 — “(1) If a nonprofit corporation has more than one class of members entitled to vote on an amendment to the articles, then the articles or bylaws may provide that the members of each class entitled to vote on the amendment are entitled to vote as a separate voting group if the amendment would change the rights, powers, preferences, or limitations of the class. (2) If a class of members will be divided into two or more classes by an amendment to the articles, then the amendment must be approved by a majority of the members of each class that will be created.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.665 — “After an amendment to the articles has been adopted and approved in the manner required by RCW 24.03A.640 through 24.03A.705 and by the articles, the nonprofit corporation shall deliver to the secretary of state for filing articles of amendment, which must be executed by an officer or other authorized representative and set forth: (1) The name of the corporation; (2) The text of the amendment adopted; (3) The date of the amendment's adoption; and (4) If the amendment: (a) Was adopted by the board without member approval, a statement that the amendment was adopted by the board of directors, and that member approval was not required; or (b) Required approval by the members, a statement that the amendment was approved by the members in the manner required by this chapter and by the articles and bylaws.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.670 — “(1) The board of a nonprofit corporation may restate its articles of incorporation at any time, without approval by the members or any other person, to consolidate all amendments into a single document without substantive change. (2) A restatement of the articles may include one or more amendments to the articles. If restated articles of incorporation of a nonmembership corporation include one or more new amendments, then these amendments must have been adopted and approved as provided in RCW 24.03A.645 . If restated articles of incorporation of a membership corporation include one or more new amendments that require member approval, then the amendments must have been adopted and approved as provided in RCW 24.03A.650 or 24.03A.655 , as appropriate. (3) A nonprofit corporation that restates its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the nonprofit corporation and the text of the restated articles of incorporation together with a certificate setting forth: (a) If the restatement does not include any amendments to the articles, a statement of that fact; (b) If the restatement contains one or more amendments to the articles, the information required by RCW 24.03A.665 (1) through (4). (4) The articles of restatement and the certificate must be executed by an officer or other authorized representative. (5) Duly adopted restated articles of incorporation supersede the original articles and all amendments thereto. (6) The secretary of state shall certify restated articles of incorporation as the articles currently in effect.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.680 — “Unless a delayed effective date is specified, articles of amendment or restated articles of incorporation become effective on the date the articles of amendment or restated articles of incorporation are filed by the secretary of state.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.685 — “(1) Except as provided in subsection (2) of this section, an amendment to the articles does not affect a cause of action existing against or in favor of the nonprofit corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation or persons referred to in the articles. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (2) No amendment to the articles shall modify any restriction imposed through any means upon property held for charitable purposes unless, before the delivery of the amendment to the secretary of state for filing, the restriction is modified: (a) In the case of a restriction imposed pursuant to a trust instrument governed by chapter 11.110 RCW in which the nonprofit corporation is a trustee or a beneficiary, through an appropriate order of the court or the agreement of all interested parties, including the attorney general, under chapter 11.96A RCW; or (b) In the case of any other restriction, pursuant to RCW 24.03A.190 . (3) A person who is a member or otherwise affiliated with a charitable corporation may not receive a direct or indirect financial benefit in connection with an amendment of the articles unless the person is itself a charitable corporation, the federal government, a state, a governmental subdivision, or an unincorporated entity that has charitable purposes. This subsection does not apply to the receipt of reasonable compensation for services rendered.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.695 — “(2) The board of a membership corporation that has members may not amend the articles or bylaws without approval of every class or classes of members affected to vary the application of subsection (1) of this section to the corporation.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.705 — “(1) The articles of incorporation may require that an amendment to the articles be approved in the form of a record by a specified person or group of persons in addition to the board or members. (2) The articles or bylaws may require that an amendment to the bylaws be approved in the form of a record by a specified person or group of persons in addition to the board or members. (3) A requirement in the articles or bylaws described in subsection (1) or (2) of this section may only be amended with the approval in the form of a record of the specified person or group of persons.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.075 — “(1) A charitable corporation shall report any action described in subsection (2) of this section on the next annual report that the charitable corporation delivers to the secretary of state for filing under RCW 24.03A.070 , except as provided in subsection (3) of this section. (2) The actions that create a reporting requirement under this section are: (a) Amendment of the charitable corporation's articles to include one or more purposes of the corporation substantially different from any purpose stated in the charitable corporation's articles in effect before the amendment; or (b) Operation of a significant program or activity that is substantially different from both: (i) Programs or activities the charitable corporation has previously operated; and (ii) Programs or activities described in the most recent application for recognition of exemption from federal income tax that the charitable corporation has filed with the internal revenue service and in response to which the internal revenue service has issued a determination letter of tax-exempt status to the charitable corporation. (3) A charitable corporation is not required to report actions described in subsection (2) of this section: (a) If the charitable corporation was a religious corporation both before and after it took the action; (b) Within the charitable corporation's first three years of existence, if all programs or activities the charitable corporation operates are consistent with the purposes set forth in the charitable corporation's articles; or (c) When the charitable corporation operates a program or activity described in subsection (2)(b) of this section, if all funds expended to conduct such a program or activity are derived only from one or more of the following sources: (i) Contributions or sales in response to one or more solicitations in which: (A) The program or activity was clearly described; and (B) A statement was made that implies that the corporation will apply any contribution, or proceeds from any sale, in connection with those solicitations toward the program or activity; (ii) Admissions, performance of services, or furnishing of facilities; (iii) Sales of goods not in connection with any solicitation; (iv) Income from investments of the charitable corporation that is not subject to any gift restriction; or (v) Revenue from any source that is recognized after the program or activity has been in continuous operation and disclosed to the general public for a period of at least three years. (4) The secretary of state shall deliver to the attorney general a copy of every annual report filed by the secretary of state that includes a report described in this section.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.410 — “(1) A membership corporation shall give notice to the members of the date, time, and place of each annual, regular, or special meeting of the members. Except as provided under subsection (6) of this section, the notice must be given in the form of a record no fewer than ten nor more than sixty days before the meeting date. Except as provided in this chapter, the articles, or the bylaws, the corporation is only required to give notice to members entitled to vote at the meeting.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.440 — “(1) Members may take action at a meeting on matters with respect to which all of the members are entitled to vote only if a quorum of the members is present. Except as provided in the articles or the bylaws, ten percent of the votes entitled to be cast at a meeting of the members constitutes a quorum with respect to those matters. (2) Members entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those members is present with respect to that matter. Except as provided in the articles or bylaws, ten percent of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. (3) Once a member is represented for any purpose at a meeting, the member is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or is required to be set for that adjourned meeting. (4) If a quorum is present, then action on a matter other than the election of directors by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles, bylaws, or applicable law require a greater number of affirmative votes.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.445 — “(1) The articles or bylaws may provide for a higher or lower quorum or higher voting requirement for members or voting groups of members than is provided for by this chapter, either generally or with respect to specific matters. (2) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.475 — “(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.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 24.03A.480 — “(1) Except as otherwise restricted by the articles or bylaws, any action that may be taken at any annual, regular, or special meeting of members may be taken without a meeting if the membership corporation delivers a ballot to every member entitled to vote on the matter. (2) A ballot must: (a) Be in the form of a record; (b) Set forth each proposed action; (c) Provide an opportunity to vote, or withhold a vote, separately for each candidate for a director position; and (d) Provide an opportunity to vote for or against each other proposed action. (3) Approval by ballot pursuant to this section of action other than election of directors is valid only when the number of ballots returned equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot. (4) All requests for votes by ballot must: (a) Indicate the number of responses needed to meet the quorum requirements; (b) State the percentage of approvals necessary to approve each matter other than election of directors; and (c) Specify the time by which a ballot must be received by the membership corporation to be counted, which shall not be less than ten days after the ballot is delivered to the member. (5) Except as provided in the articles or bylaws, a ballot may not be revoked.” Official text; accessed October 1, 2026.
• Wash. Rev. Code § 23.95.210 — “Except as otherwise provided in this chapter and subject to RCW 23.95.220 (4), an entity filing is effective: (1) On the date of filing and at the time specified in the entity filing as its effective time; (2) Unless prohibited by the entity's organic law, at a specified delayed effective date and time, which may not be more than ninety days after the date of filing; (3) If a delayed effective date is specified, but no time is specified, at 12:01 a.m. on the date specified; or (4) If subsection (1), (2), or (3) of this section does not apply, on the date and at the time of its filing by the secretary of state as provided in RCW 23.95.225 .” Official text; accessed October 1, 2026.
• WAC 434-112-085(8)(c)–(e) — “(8) For domestic and foreign nonprofit entities under Title 24 RCW, fees and penalties are: (a) Public organic record Thirty dollars, plus the Charitable Asset Protection Account fee (b) Foreign registration statement Thirty dollars (c) Articles of amendment or amendment of foreign registration statement Twenty dollars (d) Statement of correction Thirty dollars (e) Articles of restatement Twenty dollars” Official text; accessed October 1, 2026.