Page 36 - Washington Nonprofit Handbook 2018 Edition

TIP:

In order to qualify for an exemption from state business and occupation and/or sales
taxes, an organization may be required to have a minimum number of directors and meet
other requirements (See Chapter 52).

(iv) Committees

Unless specified in the bylaws (or articles), the board does not have authority
to create committees of the corporation to which it may delegate its authority to
manage the corporation. Additionally, in order for the delegation of authority to be
effective, the committee must have at least two directors as committee members.
The Act contains several statutory prohibitions related to committees that cannot
be changed in the bylaws or articles:

y No committee shall have the authority of the board in reference to
amending, altering or repealing the bylaws; electing, appointing or
removing any member of any such committee or any director or
officer of the corporation; amending the articles of incorporation;
adopting a plan of merger or consolidation with another organization;
authorizing the sale, lease, or exchange of all or substantially all of the

property and assets of the corporation not in the ordinary course of
business; authorizing the voluntary dissolution of the corporation or
revoking proceedings therefore; adopting a plan for the distribution of
the corporation’s assets; or amending, altering or repealing any
resolution of the board which by its terms provides that it shall not be
amended, altered or repealed by such committee.

y The designation or appointment of any committee and delegation to it
of authority shall not operate to relieve the board or any director of
any responsibility imposed by law.

(v) Officers

Unless otherwise specified:

y The officers of a corporation consist of a president, one or more vice-
presidents, a secretary and a treasurer.

y Officers are elected or appointed annually by the board.

WASHINGTON NONPROFIT HANDBOOK -25- 2018