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process in Washington, and (c) appoint the Secretary of State as its agent to accept
service of process.

(v) Completion of the Merger or Consolidation

Once the merger or consolidation is in effect, the several corporations
become a single corporation. The separate existence of the corporations that do
not survive the transaction cease. The surviving corporation obtains all the rights
and duties that the Act provides and is also responsible for all the liabilities and
obligations of each of the corporations involved in the merger or consolidation. In
the case of a merger, Washington law deems the articles of incorporation of the
surviving corporation to be amended in the manner stated in the plan of merger,
and in the case of a consolidation, the articles of incorporation of the new
corporation are deemed to consist of the statements contained in the plan of
consolidation and that are required or permitted by the Act to be set forth in
articles of incorporation.

(vi) Merger and Consolidation Distinguished From an Asset Sale

As a final note, merger and consolidation should be distinguished from
transactions in which a corporation simply sells or transfers its assets. The process
of effecting a merger or consolidation involves changing the actual corporate
entities involved. In contrast, if a nonprofit corporation continues to exist but sells
or otherwise disposes of all or substantially all of its assets, other than through the
ordinary course of business, a separate set of statutory rules apply. In such asset
disposition transactions, approval is required by either the corporation’s members
having voting rights or, if none, by a majority of the corporation’s directors then in
office, in each case at a meeting in which a quorum is present.

CHAPTER 79. Dissolving a Nonprofit Corporation

Washington law provides several methods for dissolving a nonprofit
corporation. A corporation can be dissolved voluntarily, by action of its own
directors and members, administratively by the Washington Secretary of State for
failure to comply with filing requirements of that office, or in very limited
circumstances, by a superior court judicial decree.

a. Voluntary Dissolution

When the directors and members of a nonprofit believe it is in the best
interests of the corporation to discontinue as a legal entity, certain actions may be

WASHINGTON NONPROFIT HANDBOOK -286- 2018