Nonprofit Corporation Director Election and Term Rules in Washington

At a glance

Requirements one by one

Initial and later directors

The articles must list the initial directors (§ 24.03A.100(1)(e)). They ordinarily hold an organizational meeting; if they resign or refuse to meet, the incorporators elect a board to complete organization (§ 24.03A.120(1)). The initial directors serve to the first annual election unless the articles specify a different period (§ 24.03A.515(3)). Washington requires a board and places corporate management under its direction (§ 24.03A.490).

Under § 24.03A.510, members ordinarily elect later directors at annual member meetings in a membership corporation. In a nonmembership corporation, the directors elect later directors at their annual meeting. Either corporation's articles or bylaws may provide another election time or method, allow someone else to appoint some or all directors, or designate another appointment method such as ex officio service. Member classes can have different voting rights under the articles or bylaws (§§ 24.03A.345(2), .435). For an ordinary member election, § 24.03A.450(1) uses a plurality of votes cast at a meeting with a quorum unless the governing documents say otherwise.

Terms, staggered groups, and holdover

Section 24.03A.515(1) defaults to a one-year term if the articles and bylaws do not specify one. An elected director's term may not exceed five years, but a director appointed by another person or designated in another manner may have a term of any length. Section 24.03A.515(2) lets certain pre-2022 corporations retain longer elected terms from articles or bylaws current on January 1, 2022 until amended to shorten them. The articles or bylaws may stagger director groups; their size and terms need not match (§ 24.03A.520).

An elected director filling a vacancy ordinarily completes the unexpired term, unless the articles or bylaws provide otherwise (§ 24.03A.515(5)). After a term expires, the director continues until the successor is selected and takes office, unless the articles or bylaws change that rule (§ 24.03A.515(6)).

What trips people up

An appointed or designated director is outside the elected-director five-year ceiling in § 24.03A.515(1). Older elected-director terms longer than five years have a narrow continuation rule tied to documents current on January 1, 2022 (§ 24.03A.515(2)). Member voting classes and staggered director groups address different questions: the first controls voting rights (§§ 24.03A.345, .435), while the second controls how terms are spread over time (§ 24.03A.520).

Common questions

Who chooses directors when there are no statutory members? The sitting directors elect later directors at their annual meeting unless the articles or bylaws choose a different route (§ 24.03A.510(2)).

Does an expired term end service immediately? Usually no. The director continues until a successor is selected and takes office, subject to the articles or bylaws (§ 24.03A.515(6)).

Statutes and sources

• Wash. Rev. Code § 24.03A.100 (accessed 2026-10-03): “(1) The articles of incorporation shall set forth: (a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095 ; (b) The name and address of the corporation's initial registered agent; (c) That the corporation is incorporated under this chapter; (d) The purpose or purposes for which the corporation is organized; (e) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors; (f) If the corporation will have members as defined in RCW 24.03A.010 , a statement that the corporation will have members; (g) The distribution of assets upon dissolution; (h) The name and mailing address of each incorporator; and (i) The signature of each incorporator. (2) The articles of incorporation may set forth: (a) A statement that the corporation has no members as defined in this chapter (whether or not the corporation uses the term "member" to define one or more classes of persons who are not members as defined in this chapter); (b) The names of the initial members, if any; (c) Provisions not inconsistent with law regarding: (i) Managing the business and regulating the affairs of the corporation; (ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and the members, if any; (iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members; (d) A provision permitting or making obligatory indemnification of any individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding, subject to the limitations set forth in RCW 24.03A.630 ; (e) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law; or (f) Any other provision that this chapter specifically permits to be set forth in the articles or bylaws. (3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter. (4) Provisions of the articles may be made dependent upon facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060 (3).”
• Wash. Rev. Code § 24.03A.120 (accessed 2026-10-03): “(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.”
• Wash. Rev. Code § 24.03A.345 (accessed 2026-10-03): “(1) Except as provided in the articles or bylaws, each member of a membership corporation has the same rights and obligations as every other member with respect to voting, dissolution, membership transfer, and other matters. (2) If the corporation has one or more classes of members, then the designation of the class or classes, the articles, or the bylaws shall set forth the manner of election or appointment and the qualifications and rights of the members of each class.”
• Wash. Rev. Code § 24.03A.435 (accessed 2026-10-03): “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.”
• Wash. Rev. Code § 24.03A.450 (accessed 2026-10-03): “(1) Except as provided in the articles or bylaws, directors of a membership corporation are elected by a plurality of the votes cast by the members entitled to vote in the election at a meeting at which a quorum is present. (2) Except as provided in the articles or bylaws, or under subsection (3) of this section, members do not have a right to cumulate their votes for directors. (3) Members of a nonprofit corporation who were entitled to cumulate their votes for the election of directors on January 1, 2022, continue to be entitled to cumulate their votes for the election of directors until otherwise provided in the articles or bylaws of the corporation.”
• Wash. Rev. Code § 24.03A.465 (accessed 2026-10-03): “(1) If this chapter, the articles, or the bylaws provide for voting by a single voting group on a matter, then action on that matter is taken when voted upon by that voting group as provided in RCW 24.03A.440 or 24.03A.475 . (2) If this chapter, the articles, or the bylaws provide for voting by two or more voting groups on a matter, then action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in RCW 24.03A.440 or 24.03A.475 .”
• Wash. Rev. Code § 24.03A.490 (accessed 2026-10-03): “(1) A nonprofit corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation's membership or other persons in the articles or bylaws.”
• Wash. Rev. Code § 24.03A.510 (accessed 2026-10-03): “(1) The members of a membership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meetings of members, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors. (2) The directors of a nonmembership corporation shall elect the directors, other than the initial directors named in the articles, at the annual meeting of directors, unless the articles or bylaws provide some other time or method of election, or provide that some other person or persons shall appoint some or all of the directors, or designate some other manner of appointment, for example, ex officio directors.”
• Wash. Rev. Code § 24.03A.515 (accessed 2026-10-03): “(1) The articles or bylaws may specify the terms of directors. If a term is not specified in the articles or bylaws, then the term of a director is one year. Each term of a director elected by the members or directors, or by some other method provided in the articles or bylaws, may not exceed five years except as provided in subsection (2) of this section. Terms of directors appointed by some other person or persons, or designated in some other manner, may be of any length. (2) For a corporation formed before January 1, 2022, if the articles or bylaws current as of January 1, 2022, provided for terms of elected directors longer than five years, then the terms for elected directors provided in those articles or bylaws may continue in effect until and unless the articles or bylaws are amended to shorten those terms. (3) The initial directors named in the articles hold office until the first annual election of directors or for any other period specified in the articles. (4) A reduction in directors' terms of office does not shorten an incumbent director's term. (5) Except as provided in the articles or bylaws, the term of a director elected to fill a vacancy expires at the end of the unexpired term that the director is filling. (6) Despite the expiration of a director's term, the director continues to serve until the director's successor is elected, appointed, or designated and until the director's successor takes office, unless otherwise provided in the articles or bylaws.”
• Wash. Rev. Code § 24.03A.520 (accessed 2026-10-03): “The articles or bylaws may provide for staggering the terms of directors by dividing the total number of directors into groups of one or more directors. The terms of office and number of directors in each group do not need to be uniform.”