Page 35 - Washington Nonprofit Handbook 2018 Edition

bylaws) at a meeting of members at which a quorum is present. (Note:
There are some special rules with respect to cumulative voting that
should be reviewed if the organization is considering cumulative
voting to elect directors.)

y A vacancy in the board and any directorship to be filled by reason of
an increase in the number of directors may be filled by the affirmative
vote of a majority of the remaining directors even though less than a
quorum is present.

y A majority of directors constitutes a quorum. (Note: While the bylaws
or articles may fix another number for a quorum, it can never be less
than one-third of the number of directors.)

y The act of a majority of directors present at a meeting at which a
quorum is present shall be the act of the board. (Note: (1) the bylaws
or articles may provide for a greater percentage or number than a
majority, and (2) the Act requires a vote of a greater number of
directors for certain actions, such as a merger of the organization.)

y Directors may participate in board meetings 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. (Note: This right is also permitted to committee members
for committee meetings.)

y Directors may take action without a meeting if a consent, setting forth
the action so taken, is executed by all of the directors. 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 directors (or return email consents if permitted)
is filed with the corporate minutes.

y Electronic communication may not be used to give notices, consents
or waivers to a director unless the organization has received consent
from the director.

WASHINGTON NONPROFIT HANDBOOK -24- 2018