Nonprofit Corporation Voluntary Dissolution Filing Requirements in Washington

At a glance

Requirements one by one

Entity and filing office

The nonprofit dissolution provisions in §§ 24.03A.904–24.03A.916 work with the general filing requirements of § 23.95.200. Articles go to the Secretary of State, with the revenue clearance specified below.

Approval before activities begin

Section 24.03A.904 organizes voluntary approval around membership and voting rights. A nonprofit without voting members uses the director route; one with voting members uses the board/member route. Determine those rights from the corporation's governing documents before choosing the authorization statement in its articles.

Board approval

Section 24.03A.904 permits a majority of directors in office to authorize dissolution if the corporation is not a membership corporation or has no members entitled to vote on dissolution, unless the articles or bylaws require more. For voting-member corporations, the board recommends dissolution unless it explains a conflict of interest or other special circumstances, and it may condition submission, including on an asset plan.

Section 24.03A.565 ordinarily makes a majority of directors present the board's act with a quorum. Quorum defaults to a majority in office, subject to the stated variations; a majority present must be adults. Section 24.03A.570 permits consent by each entitled director unless the articles or bylaws prohibit it, with its written-abstention exception for interested directors and a 60-day signature period.

Members and classes

Section 24.03A.904(b) requires approval by at least a majority of members entitled to vote at a meeting with a quorum, including each class entitled to vote separately. Articles, bylaws, or the board's conditions can require a greater vote or greater attendance. Section 24.03A.440 sets the ordinary quorum at ten percent of entitled votes, including a separate group, subject to governing-document variation.

Section 24.03A.475 permits unanimous written member consent except as provided in the articles or bylaws. Consents must arrive within 60 days of the earliest delivered consent, and required nonvoting-member notice precedes action by at least ten days. Section 24.03A.480 separately permits ballots to every entitled member unless restricted by the articles or bylaws; the solicitation states quorum responses, approval percentage, and a return deadline at least ten days after delivery.

Notice, plan, and outside approval

Sections 24.03A.410 and 24.03A.904 require dissolution meeting notice in a record 10–60 days before the meeting to every member, including nonvoters. It states the dissolution purpose and how assets will be distributed after creditors are paid or how distribution will be determined. A membership corporation with no dissolution voters gives all members at least ten days' notice before the authorizing board meeting.

Section 24.03A.908 requires a corporation holding property for charitable purposes to adopt a plan before filing dissolution articles. The plan identifies real property, financial assets and other personal property with the specified descriptions or approximate values, and gift restrictions. The director-only route uses a majority in office; the voting-member route requires board recommendation, member notice containing the plan or summary, and the statutory member and separate-group approvals. The board must accept the member-approved plan or continue the approval process.

Attorney General notice includes the proposed plan and contact names and phone numbers and is delivered at least 20 days before the adoption meeting. Implementation requires Attorney General approval or court approval in a proceeding with the Attorney General as a party. A failure to object within 20 days after delivery deems the plan approved. Section 24.03A.910 requires a revenue clearance certificate with dissolution articles.

Articles and signature

Section 24.03A.910 requires the corporation's name, incorporation date, dissolution effective date, membership and voting-rights status, and the required director or member approval statement. It also states whether the corporation is charitable or holds charitable-purpose property, the corresponding Attorney General plan approval or deemed approval, and that remaining net assets have been or will be distributed under the articles, bylaws, and adopted plan.

Under § 24.03A.060, an officer ordinarily executes the filing, with a court-appointed fiduciary alternative. Section 23.95.200 requires the name and capacity of each individual executing the filing and permits execution in a valid representative capacity. Applicable fees, interest, and penalties must accompany delivery as required by that section.

Fee and effective time

WAC § 434-112-085(8)(k) lists no fee for voluntary dissolution articles; subsection (l) lists $20 for voluntary revocation. Under § 24.03A.910, articles may choose the filing date or a date and time up to 30 days later, and dissolution occurs when the articles become effective. The filing can state that net assets will be distributed, so completed liquidation is not the only filing condition.

Revocation

Section 24.03A.912 allows revocation within 120 days after dissolution takes effect. It uses the same authorization method unless the original authorization permits board-only action. Revocation articles, accompanied by a dissolution-articles copy, state the name, dissolution effective date, revocation authorization date, and approval under the chapter and governing documents.

A charitable corporation or one holding property restricted to charitable purposes obtains Attorney General approval before filing revocation articles. Its notice attaches the adopted revocation articles; absence of an objection within 20 days deems approval given. Effective revocation relates back to the dissolution date and permits activities to resume as though dissolution had never occurred.

Remaining powers and assets

Section 24.03A.914 restricts a corporation whose dissolution has been authorized to winding up and liquidation, while its existence continues. It may collect assets, dispose of property, address liabilities, distribute property, and complete other necessary liquidation acts. Title, proceedings, agent authority, and gift restrictions remain subject to the statutory protections.

Section 24.03A.906 puts known liabilities first and keeps charitable-purpose property within charitable uses and applicable gift or trust restrictions. Return conditions are honored; other assets follow the articles and bylaws or the board's permitted selection. Section 24.03A.916 limits direct or indirect financial benefits from a charitable dissolution to the listed charitable or governmental recipients, while preserving reasonable compensation for services.

What trips people up

The winding-up limit can begin before the articles become effective. Section 24.03A.914 applies when dissolution has been authorized, so a later filing date does not by itself authorize ordinary activities in the interval.

Common questions

Can the same member meeting vote on dissolution and the charitable-property plan? Section 24.03A.908 expressly permits this. Successive votes at that same meeting while the board and members settle the plan require no further meeting or notices under its specified procedure.

Can a director authorize someone else to give board consent? Section 24.03A.565(5) forbids a director's proxy from voting, counting toward quorum, or executing written consent for the director.

Statutes and sources

• Wash. Rev. Code § 24.03A.904 — “(1) Unless the articles or bylaws require a greater vote, a majority of the directors in office of a nonprofit corporation may authorize the dissolution of any nonprofit corporation that is not a membership corporation or is a membership corporation but has no members entitled to vote on its dissolution. (2) If a membership corporation has no members entitled to vote on dissolution, then the corporation shall deliver notice of the proposed dissolution to all members of the corporation at least ten days before the meeting at which the board is to authorize the dissolution. (3) For a membership corporation that has members that are entitled to vote on its dissolution: (a) The board may propose dissolution for submission to the members entitled to vote, and for such a proposal to dissolve to be authorized: (i) The board shall recommend dissolution to the members entitled to vote on the dissolution, unless the board determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the members entitled to vote on the dissolution; (ii) The board may condition its submission of the proposal for dissolution on any basis, including approval of the proposed plan of distribution if required under RCW 24.03A.906 ; (iii) The nonprofit corporation shall give notice to each member, whether or not entitled to vote, of the proposed meeting of members that includes the following statements: (A) That the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation; and (B) How the assets of the corporation will be distributed after all creditors have been paid or how the distribution of assets will be determined; and (iv) The members entitled to vote on the dissolution shall approve the proposal to dissolve as provided in (b) of this subsection. (b) Unless the articles, the bylaws, or the board acting pursuant to (a)(ii) of this subsection requires a greater vote or a greater number of members to be present, the adoption of the proposal to dissolve by the members entitled to vote thereon requires the approval of at least a majority 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 proposal, the approval by a majority of the members in each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.906 — “The assets of a corporation in the process of dissolution shall be applied and distributed in the following order: (1) All known liabilities and obligations of the corporation must be paid, satisfied, and discharged, or adequate provision must be made to pay, satisfy, and discharge those liabilities. (2) All property held for charitable purposes by the corporation, including all assets of a charitable corporation remaining after satisfaction of subsection (1) of this section, must be applied and distributed consistently with the corporation's articles, such that property is not diverted from charitable purposes, and as follows: (a) Property held for charitable purposes pursuant to a trust instrument in which the nonprofit corporation is a trustee or a beneficiary must be governed by and distributed in accordance with the trust instrument and chapter 11.110 RCW, and any modification of restrictions imposed through the trust instrument accomplished through an appropriate order of the court or the agreement of all interested parties, including the attorney general, pursuant to chapter 11.96A RCW. (b) Property owned outright and held for charitable purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution and not subject to any gift restriction, must be transferred or conveyed: (i) To one or more entities operated exclusively for one or more charitable purposes; (ii) To the federal government, a tribal government, or a state or local government for a public purpose; or (iii) Subject to one or more gift restrictions requiring the property to be used exclusively for the same charitable purposes for which the dissolving corporation holds the property. (c) Property that is subject to charitable purpose or management or investment restrictions that do not require modification at the time of dissolution and is not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution must be transferred or conveyed subject to all restrictions applicable to the property, except to the extent restrictions are modified pursuant to RCW 24.03A.190 before distribution, pursuant to a plan of distribution adopted by the board and as provided by RCW 24.03A.904 through 24.03A.926 . (d) Property subject to charitable purpose or management or investment restrictions that require modification at the time of dissolution and are not held upon a condition requiring return, transfer, or conveyance by reason of dissolution, must be modified pursuant to RCW 24.03A.190 before the gifts can be distributed, pursuant to a plan of distribution adopted by the board and as provided by RCW 24.03A.904 through 24.03A.926 . (e) Property held for charitable purposes by the nonprofit corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, must be returned, transferred, or conveyed in accordance with those requirements. (3) Property held by a corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, must be returned, transferred, or conveyed in accordance with the requirements of the condition. (4) Other assets of a corporation other than a charitable corporation, if any, must be distributed: (a) To members or other persons in accordance with the articles or bylaws, to the extent that the articles or bylaws determine the rights of members to distributions upon dissolution, or provide for distribution to other persons or classes of persons; and (b) To the extent that the articles or bylaws do not govern distribution of assets on dissolution, to any persons the board may select.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.908 — “(1) A nonprofit corporation holding property for charitable purposes, including any charitable corporation, may not deliver articles of dissolution to the secretary of state for filing pursuant to RCW 24.03A.910 until it has complied with all of the requirements of this section. (2) A nonprofit corporation described in subsection (1) of this section shall adopt a plan for the distribution of assets for the purpose of authorizing any transfer or conveyance of property held for charitable purposes, which shall: (a) Be consistent with RCW 24.03A.906 and 24.03A.914 ; and (b) Include a brief description of the following: (i) Real property held for charitable purposes, and its nature and location; (ii) Cash, bank deposits, brokerage accounts, or other financial assets held for charitable purposes, and their approximate total fair market value; (iii) Other personal property held for charitable purposes, and its nature and approximate total fair market value; and (iv) Any gift restrictions applicable to any property described in (b)(i) through (iii) of this subsection, and the nature of those restrictions. (3) A plan of distribution shall be adopted in the following manner: (a) Where there are no members, or no members having voting rights, a plan of distribution is adopted at a meeting of the board upon receiving a vote of a majority of the directors in office. (b) Where there are members having voting rights, the board shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members having voting rights. Such vote may take place at the same meeting during which members having voting rights vote upon dissolution of the nonprofit corporation. Notice in the form of a record setting forth the proposed plan of distribution or a summary thereof must be given to each member, whether or not entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. Such plan of distribution is adopted upon receiving votes from a majority of the members entitled to vote 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 plan, the approval by a majority of the members in each separate voting group entitled to vote at a meeting at which a quorum of the voting group is present. If the members entitled to vote on the dissolution approve the proposal to dissolve but do not approve the proposed plan of distribution in all material respects, then the board may either accept the plan of distribution, as approved by the members, or propose a new plan of distribution to the members for approval. This process shall continue until a plan of distribution 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. (4) A nonprofit corporation described in subsection (1) of this section shall give the attorney general notice that it intends to dissolve. The notice shall include: (a) A copy of the plan of distribution proposed to be adopted in accordance with subsection (3) of this section; and (b) The names and phone numbers of individuals available to answer questions regarding the dissolution and proposed plan of distribution. (5) Notice required under subsection (4) of this section must be delivered to the attorney general in the form of a record at least twenty days before the meeting at which the proposed plan is to be adopted. No plan of distribution for a corporation described in subsection (1) of this section may be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the plan, approval of the plan is deemed to have been given.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.910 — “(1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by filing with the secretary of state articles of dissolution, accompanied by a revenue clearance certificate issued pursuant to RCW 82.32.260 . The articles of dissolution shall set forth: (a) The name of the corporation; (b) The date of its incorporation; (c) The effective date of the dissolution, which may be the date on which the articles of dissolution are filed or any date and time up to thirty days thereafter; (d) Whether it is a membership corporation and, if it is a membership corporation, whether it has members that have a right to vote on its dissolution; (e) If the corporation is not a membership corporation or has no members that have a right to vote on its dissolution, that the dissolution was authorized by the requisite number of directors; (f) If the corporation is a membership corporation that has members that have a right to vote on its dissolution, that the requisite number of members has approved the proposal to dissolve; (g) Whether the corporation is a charitable corporation or is holding property for charitable purposes; (h) If the corporation is a charitable corporation or is holding property for charitable purposes, that the attorney general has approved, or is deemed to have approved, the corporation's plan of distribution pursuant to RCW 24.03A.908 ; and (i) That the net assets of the corporation remaining after winding up have been, or will be, distributed in accordance with the corporation's articles and bylaws and the corporation's adopted plan of distribution. (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) For purposes of RCW 24.03A.904 through 24.03A.926 , "dissolved corporation" means a nonprofit corporation whose articles of dissolution have become effective and includes a liquidating trust, if any, or other acquirer entity to which the remaining assets of the corporation are transferred subject to its liabilities for purposes of liquidation.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.912 — “(1) A nonprofit corporation may revoke its dissolution within one hundred twenty days of the effective date of the dissolution. (2) Revocation of dissolution must be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation by action of the board alone, in which event the board may revoke the dissolution without action by the members. (3) Except as provided in subsection (4) of this section, after the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth: (a) The name of the corporation; (b) The effective date of the dissolution that was revoked; (c) The date that the revocation of dissolution was authorized; and (d) That the revocation of dissolution was approved in the manner required by this chapter and by the articles and bylaws. (4) A charitable corporation or a nonprofit corporation holding property restricted to charitable purposes shall not deliver articles of revocation of dissolution to the secretary of state for filing without the approval of the attorney general. Such a corporation shall give the attorney general notice in the form of a record that it intends to revoke its dissolution, to which notice a copy of the articles of revocation of dissolution adopted in accordance with subsection (2) of this section must be attached. In the event that the attorney general does not deliver a notice of objection in the form of a record to the corporation within twenty days after the delivery to the attorney general of notice of the revocation of dissolution, approval of the revocation of dissolution is deemed to have been given. (5) Revocation of dissolution is effective upon the effective date of the articles of revocation of dissolution. (6) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the nonprofit corporation resumes carrying on its activities as if dissolution had never occurred.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.914 — “(1) A nonprofit corporation, the dissolution of which has been authorized, continues its corporate existence but may not carry on any activities except those appropriate to wind up and liquidate its affairs, including: (a) Collecting its assets; (b) Disposing of its properties that will not be distributed in kind; (c) Discharging or making provision for discharging its liabilities; (d) Distributing its remaining property as required by the plan of distribution; and (e) Doing every other act necessary to wind up and liquidate its activities and affairs. (2) Dissolution of or authorization to dissolve a nonprofit corporation does not: (a) Transfer title to the corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in RCW 24.03A.495 and 24.03A.590 ; (c) Change quorum or voting requirements for its board or members; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws; (d) Prevent commencement of a proceeding by or against the corporation in its corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; (f) Terminate the authority of the registered agent of the corporation; or (g) Modify any gift restriction, unless the restriction is modified in accordance with RCW 24.03A.190 .” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.916 — “No person may receive a direct or indirect financial benefit in connection with the dissolution of a charitable corporation unless the person is an entity operated exclusively for one or more charitable purposes, the federal government, a tribal government, a state or local government, or an unincorporated entity that has charitable purposes. This section does not apply to the receipt of reasonable compensation for services rendered.” Washington Legislature. Accessed 2026-09-29.

• 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. (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.” Washington Legislature. Accessed 2026-09-29.

• 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. (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 .” Washington Legislature. Accessed 2026-09-29.

• 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.” Washington Legislature. Accessed 2026-09-29.

• 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.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.565 — “(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.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.570 — “(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.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 23.95.200 — “(1) To be filed by the secretary of state pursuant to this chapter, an entity filing must be received by the secretary of state, comply with this chapter, and satisfy the following: (a) The entity filing must be required or permitted by Title 23 , 23B , 24 , or 25 RCW. (b) The entity filing must be delivered in a tangible medium unless and to the extent the secretary of state permits electronic delivery of entity filings pursuant to RCW 23.95.115 (2). (c) The words in the entity filing must be in English, and numbers must be in Arabic or Roman numerals, but the name of the entity need not be in English if written in English letters or Arabic or Roman numerals. (d) The entity filing must be executed by or on behalf of a person authorized or required under this chapter or the entity's organic law to execute the filing. (e) The entity filing must state the name and capacity, if any, of each individual who executed it, on behalf of either the individual or the person authorized or required to execute the filing, but need not contain a seal, attestation, acknowledgment, or verification. (2) When an entity filing is delivered to the secretary of state for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid under this chapter or law other than this chapter must be paid in a manner permitted by the secretary of state or by that law. (3) The secretary of state may require that an entity filing delivered in a tangible medium be accompanied by an identical or conformed copy. (4) A record filed under this chapter may be executed by an individual acting in a valid representative capacity.” Washington Legislature. Accessed 2026-09-29.

• Wash. Rev. Code § 24.03A.060(1)–(2) — “(1) To be entitled to filing by the secretary of state, a record delivered for filing under this chapter must: (a) Satisfy the requirements set forth in RCW 23.95.200 ; (b) Contain all information required under this chapter and chapter 23.95 RCW; (c) Be executed on behalf of the domestic or foreign entity as follows: (i) If the entity is a domestic or foreign nonprofit corporation, by an officer; (ii) If the entity is not a domestic or foreign nonprofit corporation, by a person with authority to sign for the entity; or (iii) If the entity is in the hands of a custodian, receiver, trustee, or other court-appointed fiduciary, by that fiduciary; and (d) Satisfy the requirements of any other provision of this chapter or chapter 23.95 RCW that adds to or varies any of the requirements in this section. (2) A filed record may include additional information not in conflict with the requirements of subsection (1) of this section.” Washington Legislature. Accessed 2026-09-29.

• Wash. Admin. Code § 434-112-085(8)(k)–(l) — “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 (f) Articles of merger or exchange Twenty dollars for each listed corporation (g) Articles of domestication Ten dollars (h) Articles of domestication and conversion Ten dollars (i) Registration, reservation, or transfer of reservation of name Twenty dollars (j) Certificate of existence/certificate of good standing Twenty dollars (k) Articles of voluntary dissolution, statement of withdrawal No fee (l) Revocation of voluntary dissolution Twenty dollars” Washington Legislature. Accessed 2026-09-29.