Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Washington
At a glance
| Governing law and documents | Washington Nonprofit Corporation Act; articles/bylaws vary meeting defaults, but not one-third quorum floor, adult presence, or proxy limits (§§ 24.03A.550–.565). |
|---|---|
| Meeting type, caller, and place | Regular/special meetings in or outside WA; president, secretary, or 20% of directors in office may call and give notice unless documents vary (§§ 24.03A.550(1), .555(3)). |
| Regular meeting notice | With or without notice as articles/bylaws prescribe; § 24.03A.530(2) or other chapter rules may require it (§ 24.03A.555(1)). |
| Special meeting notice | Ordinarily ≥48 hours before date/time/place; documents may set longer or shorter period; purpose only if chapter or documents require; director-removal notice has 48-hour floor (§§ 24.03A.555(2), .530(2)). |
| Notice waiver and objection | Executed waiver in a record before/after, filed with minutes/records; attendance waives absent prompt objection and no later favorable vote/assent (§ 24.03A.560). |
| Remote attendance | Unless documents vary, simultaneous participation; remote director present in person; notice must give authorized means and complete joining instructions (§ 24.03A.550(2)). |
| Quorum and minimum | Majority of directors in office before meeting; documents may lower to ≥one-third; majority of directors present must be at least 18 throughout (§ 24.03A.565(1)-(3)). |
| Director proxy | No director proxy may vote, count toward quorum, or execute board consent (§ 24.03A.565(5)). |
| Vote and assent | Quorum when vote taken; majority present unless greater threshold; present director assents absent objection, dissent/abstention, or timely recorded notice (§ 24.03A.565(4), (6)-(7)). |
Requirements one by one
Meeting notice and remote access
Section 24.03A.555(3) lets the president, secretary, or 20 percent of the directors in office call and give notice unless the articles or bylaws provide otherwise. Section 24.03A.555(2) gives special meetings a 48-hour default and normally does not require the purpose in the notice. The separate § 24.03A.530(2) rule requires at least 48 hours and a stated removal purpose when the board considers removing an elected director of a nonmembership corporation. § 24.03A.550(2) treats a director joining through simultaneous remote participation as present in person, but requires notice by a means the director authorized with complete participation instructions.
Quorum and vote
§ 24.03A.565(1)-(3) measures default quorum against directors in office before the meeting. Documents may lower it no further than one-third. At any time during the meeting, a majority of directors present must be at least 18 years old for quorum to exist. Under subsection (4), quorum must be present when the vote is taken and a majority of directors present must favor the action unless a greater vote applies.
What trips people up
Section 24.03A.565(5) says no director proxy may participate in a board or committee vote, count for quorum, or execute a written consent. A director actually attending can still avoid deemed assent under subsection (6) by promptly objecting to the meeting, dissenting or abstaining, or delivering a record of dissent or abstention within the stated window. Under § 24.03A.560, objecting to lack of notice requires prompt objection to holding the meeting or transacting business and no later favorable vote or assent.
Common questions
May a special-meeting notice omit the purpose? Ordinarily yes under § 24.03A.555(2), but the chapter, articles, or bylaws may require it. A proposed nonmembership-corporation director removal is one express exception under § 24.03A.530(2).
Can a director join by phone or video? Section 24.03A.550(2) allows a remote means that lets all directors participate simultaneously unless the articles or bylaws provide otherwise; notice must include complete instructions.
Statutes and sources
- Wash. Rev. Code §§ 24.03A.530, .550, .555, .560, .565, official current chapter text accessed September 30, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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