Page 39 - Washington Nonprofit Handbook 2018 Edition

This notice may be waived by all the directors; if it is waived, that fact should be
stated in the minutes to the organizational meeting.

You should prepare an agenda for the organizational meeting. The initial
board of directors should cover the following business items, at a minimum, at the
organizational meeting:

y Adopt Bylaws. It is helpful to the initial directors and increases the
efficiency of the meeting if draft bylaws are provided to the directors
well in advance of the meeting for review and comment. Many groups
have found it helpful to hold a study session prior to the
organizational meeting to collect comments and discuss draft
documents.

y Elect Officers. The officer positions established in the corporation’s
bylaws should then be filled in the manner provided in the bylaws.
Pursuant to Washington law, the officers of a nonprofit corporation
consist of a president, one or more vice-presidents, a secretary and a
treasurer. If permitted by the bylaws, the same person may hold one
or more offices, except the offices of president and secretary.

y Adopt a Conflict of Interest Policy. A draft of this policy should be
provided to directors prior to the meeting for review and comment.
See Chapter 9.

y Decide on a Fiscal Year. Generally, this will coincide with the
calendar year, but it is not required to do so. Often the bylaws contain

a provision designating a fiscal year.

y Select a Bank. Choose a bank for the corporation’s bank account and
authorize signatories for the account. It is helpful to prepare for this
by obtaining forms from the bank in advance of the meeting. The
board of directors must adopt a resolution authorizing the opening of
the account and signatories for the account. The bank usually will
have a form resolution that you can use. The organization will need a
federal employer identification number, commonly abbreviated as
“EIN” or “EIN” in order to open an account. Information with respect to
obtaining an EIN is provided below in subsection (b) of this Chapter.

WASHINGTON NONPROFIT HANDBOOK -28- 2018