Nonprofit Corporation Bylaw Adoption and Amendment Requirements in Washington

At a glance

Requirements one by one

Initial bylaws and organization

The board shall adopt initial bylaws under § 24.03A.125. After incorporation, § 24.03A.120 has initial directors meet at the call of a majority to adopt them and appoint officers. If initial directors resign or refuse to meet, incorporators meet to elect a board to finish organization. Either group may instead take its organizational action by a record describing the action and executed by each director or incorporator.

Content and ordinary board power

Section 24.03A.125 permits provisions for managing activities and affairs if consistent with law and articles; the articles prevail over a conflicting bylaw. Section 24.03A.690 places alteration, amendment, repeal, and new-bylaw power in the board unless the articles, bylaws, or chapter provide otherwise. The default board rule in § 24.03A.565 is a majority-of-directors quorum and a majority of directors present to act, subject to the statutory and document exceptions. Section 24.03A.570 permits all directors entitled to vote to act by executed written consent unless the articles or bylaws prohibit action without a meeting.

Member rights, votes, and notice

Section 24.03A.695 requires affected-class approval before the board makes specified changes to existing membership rights, differential rights or obligations, dues, termination or suspension, or membership purchases, unless the articles or bylaws provide otherwise as allowed by that section. The board cannot vary that protection without approval of every affected class. When an amendment divides a class, a majority of members of each resulting class must approve. Members otherwise vote on matters for which their class is entitled to vote under § 24.03A.435. For a member meeting, § 24.03A.440 supplies a default 10-percent quorum, separately for a voting group when applicable, and requires votes in favor to exceed votes against unless a higher rule applies. A unanimous member consent under § 24.03A.475 or a member ballot under § 24.03A.480 may replace a meeting when their statutory and governing-document conditions are met.

Section 24.03A.410 generally requires member-meeting notice 10 to 60 days before the meeting, with the purpose stated for a special meeting. Section 24.03A.445 requires an amendment changing a greater quorum or voting requirement to satisfy the existing requirement. If the articles or bylaws require approval by a specified third party, § 24.03A.705 requires that approval in a record and also protects the approval clause itself.

Emergency powers and records

Section 24.03A.145 permits emergency succession and meeting arrangements when a catastrophic event prevents a director quorum from being readily assembled; it also permits remote member or board meetings during that emergency. Section 24.03A.210 requires a current copy of bylaws and amendments. Under § 24.03A.215(1), a member can inspect and copy them during regular business hours at a reasonable location selected by the corporation after delivering executed notice at least five business days ahead.

What trips people up

A bylaw amendment cannot itself remove a restriction on charitable property. Section 24.03A.700 requires the restriction to be modified through the prescribed court, interested-party, or § 24.03A.190 route before or at adoption. A board vote under § 24.03A.690 therefore does not displace the separate affected-class approval in § 24.03A.695 or a third-person approval in § 24.03A.705.

Common questions

Can the board change member dues in the bylaws? Section 24.03A.695(1)(c) generally requires approval of the affected member class before the board adopts or amends that provision, subject to the section’s articles or bylaw qualification.

Can members approve a bylaw matter without a meeting? Section 24.03A.475 allows unanimous member consent unless the articles or bylaws provide otherwise. Section 24.03A.480 allows a ballot if delivered to every member entitled to vote and its quorum and vote conditions are met.

Must the corporation keep superseded drafts? Section 24.03A.210 specifically requires a current copy of its bylaws or restated bylaws and amendments currently in effect; that is the record to request under § 24.03A.215(1).

Statutes and sources

• Wash. Rev. Code § 24.03A.120 — “RCW 24.03A.120 Organization of corporations. (1) After incorporation: (a) The initial directors shall hold an organizational meeting at the call of a majority of the initial directors to complete the organization of the nonprofit corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; and (b) If the initial directors resign or refuse to meet, then the incorporator or incorporators shall hold a meeting at the call of a majority of the incorporators to elect a board of directors who shall complete the organization of the corporation. (2) An organizational meeting may be held in or out of this state. (3) The directors or incorporators may take organizational action without a meeting if the action taken is evidenced by one or more consents in the form of a record describing the action taken and executed by each director or incorporator.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.125 — “RCW 24.03A.125 Bylaws. (1) The board shall adopt initial bylaws for the corporation. (2) The bylaws may contain any provision for managing the activities and regulating the affairs of the corporation that is not inconsistent with law or the articles. Whenever a provision of the bylaws is inconsistent with a provision of the articles, the provision of the articles controls.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.145 — “RCW 24.03A.145 Emergency powers. (1) For purposes of this section, an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event. A catastrophic event is a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited normal functions in daily living including communications and travel. (2) In anticipation of and for the duration of an emergency, the board of a nonprofit corporation may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Take those actions necessary to preserve the corporation and ensure that it acts in accordance with its purposes. (3) During an emergency, unless the articles or bylaws provide otherwise: (a) Notice of a meeting of the board need be given only to those directors it is practicable to reach and may be given in any practicable manner; (b) The quorum required under RCW 24.03A.565 or the articles or bylaws need not be established at such a meeting; and (c) One or more officers of the nonprofit corporation present at a meeting of the board may be deemed to be directors for purposes of the meeting. (4) In anticipation of and for the duration of an emergency, any meeting of the membership or of the board of directors may be conducted through one or more means of remote communication through which members or directors not physically present may simultaneously participate with each other during the meeting, notwithstanding any provision of the articles or bylaws that provides otherwise. A member or director participating in a meeting through such means in anticipation of and for the duration of an emergency is considered present in person at the meeting. (5) Corporate action taken in good faith during an emergency to further the purposes and the ordinary affairs of the nonprofit corporation: (a) Binds the corporation; and (b) May not be used to impose liability on a director, officer, employee, or agent.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.190 — “RCW 24.03A.190 Modification or release of gift restrictions. (1) A term of a gift instrument that binds a nonprofit corporation may be modified or released, in whole or in part: (a) If the donor consents in a record; (b) As set forth in subsection (2) of this section, if the term is unlawful, impracticable, impossible to achieve, or wasteful; (c) For gift instruments limiting the use of property to one or more charitable purposes, through a binding agreement executed by the nonprofit corporation, the attorney general, and other interested parties, and filed with or approved by the court in accordance with RCW 24.03A.195 ; (d) By approval of the court in accordance with RCW 24.03A.200 ; or (e) As provided by other applicable law including, but not limited to, chapter 24.55 RCW. (2) If a nonprofit corporation, including a charitable corporation, determines that a restriction contained in a gift instrument on the management, investment, or purpose of a gift is unlawful, impracticable, impossible to achieve, or wasteful, then the nonprofit corporation, sixty days after notification to the attorney general, may modify the restriction, in whole or part, if: (a) The gift subject to the restriction has a total value consistent with RCW 24.55.045 (4)(a) or any successor provision; (b) More than twenty years have elapsed since the gift was given; and (c) The nonprofit corporation uses the gift in a manner consistent with any charitable purposes expressed in the gift instrument. (3) Application of RCW 24.03A.180 through 24.03A.205 to existing gifts: (a) Before January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to gifts existing on December 31, 2021, only if the nonprofit corporation's board elects to apply RCW 24.03A.180 through 24.03A.205 to existing gifts before January 1, 2023. (b) On or after January 1, 2023, RCW 24.03A.180 through 24.03A.205 apply to all gifts. (c) As applied to gifts existing on December 31, 2021, RCW 24.03A.180 through 24.03A.205 govern only decisions made or actions taken on or after January 1, 2023, except that in the case of a nonprofit corporation that makes the election under (a) of this subsection RCW 24.03A.180 through 24.03A.205 govern decisions made or actions taken on or after the date the nonprofit corporation elects to be covered by RCW 24.03A.180 through 24.03A.205 .” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.210 — “RCW 24.03A.210 Corporate records. (1) A nonprofit corporation shall keep permanently a copy of the following records: (a) Minutes of all meetings of its members and of its board of directors; (b) A record of all actions taken by the members and board of directors by unanimous written consent; and (c) A record of all actions taken on behalf of the corporation by a committee of the board. (2) A nonprofit corporation shall keep a current copy of the following records: (a) Its articles of incorporation or restated articles of incorporation and all amendments to them currently in effect; (b) Its bylaws or restated bylaws and all amendments to them currently in effect; (c) All communications in the form of a record to members generally within the past six years, including the financial statements furnished for the past six years under RCW 24.03A.225 ; (d) A list of the names and business addresses of its current directors and officers; and (e) Its most recent annual report delivered to the secretary of state under RCW 24.03A.070 . (3) A nonprofit corporation shall maintain appropriate accounting records. (4) A membership corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, showing the number of votes each member is entitled to cast. (5) A nonprofit corporation shall maintain its records in written form or in any other form of a record. (6) All records required to be maintained by a nonprofit corporation may be maintained at any location within or without this state.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.215 — “RCW 24.03A.215 Inspection by members. (1) A member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the records the corporation is required to maintain under RCW 24.03A.210 (2), if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records. (2) Subject to the limitations set forth in subsections (3) and (4) of this section, a member of a nonprofit corporation may inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation, if the member delivers to the corporation an executed notice in the form of a record at least five business days before the date on which the member wishes to inspect and copy the records: (a) Excerpts from those minutes and records required to be maintained under RCW 24.03A.210 (1); (b) Accounting records of the corporation described in RCW 24.03A.210 (3); and (c) Subject to RCW 24.03A.240 , the membership list described in RCW 24.03A.210 (4). (3) A nonprofit corporation may withhold from inspection under this section: (a) Those portions of records that contain information protected by the attorney-client privilege or related work product; (b) The address of any member who is known to the corporation to be a participant in the address confidentiality program described in chapter 40.24 RCW or any similar program established by law; (c) Those portions of records, which, if disclosed, would be reasonably likely to result in harm to the corporation or a third party, such as disciplinary actions involving nondirector members, identities of job applicants, discussions of strategic acquisitions, records that are required to be kept confidential under obligations to a third party, etc.; or (d) Any information that a nonprofit corporation is required to keep confidential under any other law. (4) A member may inspect and copy the records described in subsection (2) of this section only if the: (a) Member's demand is made in good faith and for a proper purpose; (b) Member describes with reasonable particularity the purpose and the records the member desires to inspect; (c) Member agrees in the form of a record to reasonable restrictions required by the board on the use or distribution of the records; and (d) Records are directly connected with this purpose. (5) The right of inspection granted by this section may not be abolished or limited by a nonprofit corporation's articles or bylaws. (6) This section does not affect the: (a) Right of a member to inspect records as part of discovery in connection with litigation; or (b) Power of any court of competent jurisdiction, independently of this chapter, to compel the production of corporate records for examination.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.410 — “RCW 24.03A.410 Notice of membership meeting. (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. (2) Unless this chapter, the articles, or the bylaws require otherwise, notice of an annual or regular meeting need not include a description of the purpose for which the meeting is called. (3) Notice of a special meeting shall include a description of the purpose for which the meeting is called. (4) If not otherwise fixed under RCW 24.03A.400 or 24.03A.420 , the record date for determining members entitled to notice of and to vote at an annual or special meeting of the members is the day before the first notice is given to members. (5) Unless the articles or bylaws require otherwise, if an annual, regular, or special meeting of the members is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or is required to be fixed under RCW 24.03A.420 , then the corporation shall give notice of the adjourned meeting to the members entitled to vote on the new record date. (6) Notice of regular meetings other than the annual meeting may be made by providing each member with the adopted schedule of regular meetings for the ensuing year in the form of a record at any time after the annual meeting and ten days before the next succeeding regular meeting and at any time requested by a member or by any other notice prescribed by the bylaws. (7) Whenever notice would otherwise be required to be given under any provision of this chapter to a member, the notice need not be given if notice of two consecutive annual meetings, and all notices of meetings during the period between those two consecutive annual meetings, have been returned undeliverable or could not be delivered. If a member delivers to the nonprofit corporation a notice setting forth the member's then current address, then the requirement that notice be given to that member is reinstated.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.435 — “RCW 24.03A.435 Voting entitlement of members. Except as provided in the articles or bylaws, each member is entitled to one vote on each matter on which the articles or bylaws entitle the members of the class of members to which the member belongs to vote.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.440 — “RCW 24.03A.440 Membership quorum and voting requirements. (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. (5) An amendment of the articles or bylaws adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (2) or (4) of this section is governed by RCW 24.03A.445 . (6) If a meeting cannot be organized because a quorum of members entitled to vote is not present, then those members present may adjourn the meeting to such a time and place as they may determine. When a meeting that has been adjourned for lack of a quorum is reconvened, those members present, although less than a quorum as fixed in this section, the articles, or the bylaws, nonetheless constitute a quorum, if notice of the time and place of the reconvened meeting is provided by electronic transmission or in person to the members entitled to vote at least twenty-four hours before the reconvened meeting, or by other methods pursuant to the requirements and procedures set forth in RCW 24.03A.410 . The articles or the bylaws may, however, permit the reconvening of a meeting without notice, by means of a provision that makes explicit reference to elimination of the notice requirement that would otherwise apply under this section. (7) The election of directors is governed by RCW 24.03A.450 .” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.445 — “RCW 24.03A.445 Differing quorum and voting requirements. (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 statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.475 — “RCW 24.03A.475 Action without meeting by unanimous written consent. (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 statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.480 — “RCW 24.03A.480 Action without meeting by ballot. (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 statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.565 — “RCW 24.03A.565 Board quorum and voting requirements. (1) Except as provided in subsection (2) or (3) of this section, the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins. (2) The articles or bylaws may authorize a quorum of the board to consist of no fewer than one-third of the number of directors in office. (3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age. (4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter. (5) No proxy for a director, however appointed, may: (a) Participate in any vote of the board or of any board committee; (b) Be counted for the purpose of determining whether a quorum is present at a meeting; or (c) Execute any written consent on behalf of the director. (6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless: (a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting; (b) The director dissents or abstains from the action; or (c) The director delivers notice in the form of a record of the director's dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting. (7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.570 — “RCW 24.03A.570 Action without meeting by unanimous written consent. (1) Unless the articles or bylaws prohibit action without a meeting, action required or permitted by this chapter to be taken by the board may be taken without a meeting if each director entitled to vote with respect to the subject matter thereof executes a consent in the form of a record describing the action to be taken and delivers it to the nonprofit corporation. (2) For purposes of this section only, "each director entitled to vote" does not include an "interested director" who abstains in writing from providing consent, where: (a) The board has determined that: (i) The corporation is entering into the transaction for its own benefit; and (ii) The transaction is fair and reasonable to the corporation when it enters into the transaction or the noninterested directors determine in good faith after reasonable investigation that the corporation cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; (b) That determination of the board is included in the written consent executed by the noninterested directors or in other records of the corporation; and (c) All of the noninterested directors approve the action. (3) Action taken under this section is the act of the board when one or more consents executed by all the directors entitled to vote are delivered to the nonprofit corporation. In no event may the period between the date of the first signature by a director on such a consent and the date on which all directors have executed the consent be more than sixty days. The consent may specify the time at which the action taken in the consent is to be effective. A director's consent may be withdrawn by a revocation in the form of a record executed by the director and delivered to the president, secretary, or other officer of the corporation specified by the board for that purpose before delivery to the corporation of unrevoked consents executed by all the directors. (4) A written consent executed under this section has the effect of action taken at a meeting of the board and may be described as such in any document.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.690 — “RCW 24.03A.690 Power to amend bylaws. The power to alter, amend, or repeal the bylaws or adopt new bylaws is vested in the board unless otherwise provided in the articles, the bylaws, or this chapter.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.695 — “RCW 24.03A.695 Bylaw amendments requiring member approval. (1) Except as provided in the articles or bylaws, the board of a membership corporation that has one or more members may not, without approval of the class or classes of members affected, adopt or amend a provision of the bylaws: (a) That would eliminate any existing right, power, or privilege of membership contained in the bylaws; (b) Under RCW 24.03A.345 , providing that some of the members have different rights or obligations than other members with respect to voting, dissolution, transfer of memberships[,] or other matters; (c) Under RCW 24.03A.360 , levying dues, assessments, or fees on some or all of the members; (d) Under RCW 24.03A.375 , relating to the termination or suspension of members; or (e) Under RCW 24.03A.380 , authorizing the purchase of memberships. (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. (3) If a nonprofit corporation has more than one class of members, then the members of a class are entitled to vote as a separate voting group on an amendment to the bylaws that: (a) Is described in subsection (1) of this section, if the amendment would affect the members of that class differently than the members of another class; or (b) Has any of the effects described in RCW 24.03A.655 (1)(j). (4) If a class of members will be divided into two or more classes by an amendment to the bylaws, then the amendment must be approved by a majority of the members of each class that will be created.” Official statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.700 — “RCW 24.03A.700 Effect of bylaw amendment. (1) No amendment to the bylaws shall modify any restriction imposed through any means upon property held for charitable purposes unless, before or simultaneously with the adoption of the bylaws amendment, 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 . (2) 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 bylaws 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 statute; accessed 2026-09-30.
• Wash. Rev. Code § 24.03A.705 — “RCW 24.03A.705 Approval of amendments by third parties. (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 statute; accessed 2026-09-30.