Page 33 - Washington Nonprofit Handbook 2018 Edition

To assist in drafting bylaws, the following information provides a description
of the provisions in the Act that will govern an organization unless otherwise
specified in the organization’s bylaws (or articles of incorporation). That is, these
are the “fallback” or “default” provisions, which are used in the event that an
organization’s bylaws do not address a particular topic. For example, if your
organization’s bylaws do not contain a provision stating the number of members
needed to call a special meeting, then the number will be the number specified in
the Act. Therefore, if you would like a different rule for your corporation than any
of the following, you must include the rule you want in the corporation’s bylaws or,
in some cases, its articles.

(ii) Members

Unless otherwise provided:

y An individual, for-profit or nonprofit corporation, a general or limited
partnership, an association or other entity may be a member of the
organization.

y Meetings of members must be held at the registered office of the
corporation in Washington State.

y A special meeting of members may be called by members having one-
twentieth of the votes entitled to be cast at such meeting.

y Members of the organization may participate in a meeting of
members by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other at the same time.

y Members of the organization may take any action that may be taken at
a meeting of the members without a meeting if a consent, setting forth

the action so taken, is executed by all of the members entitled to vote
with respect to the subject matter thereof. This unanimous consent
may be carried out using mail, fax or electronic mail. The written
resolution (usually the consent is written as a resolution) with the
signatures of the members (or return email consents) is filed with the
corporate minutes.

y Notice of regular meetings other than the annual meeting need only
be made by providing each member with the adopted schedule of

WASHINGTON NONPROFIT HANDBOOK -22- 2018