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available online at https://wayfindlegal.org/. Alternatively, a conflict of interest
policy could be included in the organization’s bylaws rather than a separate policy.

e. File Articles with Secretary of State

When the articles are completed, the original of the articles of incorporation
must be filed with the Secretary of State. Each of the incorporators must sign the
articles, and the registered agent must sign the consent form. The filing fee
required by the Secretary of State must accompany the articles. You may mail in
documents, file them in person at the Secretary of State’s office in Olympia, have a
records or messenger service file them for you, or file them online at the Secretary
of State’s website. If you wish to have the filing effective on the day in which the
articles are delivered to the Secretary of State, you must pay an additional fee for
expedited filing. A schedule of fees is provided on the Secretary of State’s website.

If the Secretary of State finds that the articles of incorporation conform to
law, the Secretary shall, when all fees have been paid:

y Endorse on the articles the word “filed” and the effective day of the
filing;

y File the articles;

y Issue a certificate of incorporation to which a conformed copy shall be
affixed; and

y Return the certificate of incorporation and a conformed copy affixed
to it to the incorporators or their representative.

Corporate existence of a nonprofit corporation begins upon the filing of the
articles. The date stamped on the articles by the Secretary of State is the effective
date of incorporation.

CHAPTER 10. The Organizational Meeting and Post-Incorporation Tasks

a. The Organizational Meeting

After the issuance of the certificate of incorporation, a majority of the initial
directors of the corporation must call an organizational meeting of the board of
directors by giving at least three days’ notice to the initial directors named in the
articles of incorporation. The notice must state the time and place of the meeting.

WASHINGTON NONPROFIT HANDBOOK -27- 2018