Page 37 - Washington Nonprofit Handbook 2018 Edition

y Any officer elected or appointed may be removed by the persons
authorized to elect or appoint such officer whenever in their judgment
the best interests of the corporation will be served thereby.

y No person may hold two or more offices.

(vi) Other Bylaw Provisions

There are several topics for which the Act does not specifically provide and
which should probably be covered in your corporation’s bylaws:

y There is no procedure for the removal of directors if the organization
is a non-membership corporation or does not have voting members.

y There are no required specifications for notices to directors for regular
or special board meetings.

y There is no requirement of an annual meeting if the organization is a
non-membership corporation or does not have voting members.

y The board has no authority to create committees to which the board
may delegate the authority of the board in the management of the
corporation.

y The creation of committees and their formation, composition and
operation are not provided for.

y There is no specified manner or timing of attaining office for officers.

y There is no day and time fixed for the annual meetings of directors
and members (this matter should be addressed in the bylaws, if
applicable).

d. Conflict of Interest Policy

Pursuant to the fiduciary duty called the duty of loyalty, a director of a
nonprofit corporation is required to put the interests of the corporation before
personal interests. A conflict of interest policy adopted by the board of directors
serves to put in place procedures that will prevent a director with a conflict of
interest from personally benefiting from a decision that he or she would make or
participate in making. See Chapter 13 for additional discussion regarding conflicts
of interest and fiduciary duties of directors. A sample conflict of interest policy is

WASHINGTON NONPROFIT HANDBOOK -26- 2018