Page 46 - Washington Nonprofit Handbook 2018 Edition

manner of electing directors known as “cumulative voting.” Cumulative voting
permits each member or director entitled to vote to add all of the votes to which he
or she is entitled and apply them toward one candidate’s election or distribute the
votes among several candidates.

b. Action by the Board

To be a valid act of the corporation, the act must be approved by a majority
of the directors at a board meeting in which a quorum is present. Unless the
corporation’s articles or bylaws state otherwise, a majority of the directors
constitutes a quorum. A quorum may not be less than one-third of the total
number of directors. The articles or bylaws may require a greater proportion of
votes for certain acts by the board, such as the removal of a director or
modification of the corporation’s purpose.

A director may vote against (i.e., dissent) or not vote on (i.e., abstain) an
action taken by the board. However, if the director is present at the meeting where
the action is taken, it is assumed that the director consented to the action unless
the director’s dissent or abstention is recorded in the minutes or filed in writing
with the secretary of the corporation.

Directors cannot appear by proxy or give their proxies to another director.
Directors must be present to listen to the discussion, consider each resolution, and
vote based on their judgment.

c. Removing Directors and Vacancies on the Board

A corporation’s articles or bylaws may contain a procedure for removing
directors. If the articles or bylaws provide for the election of any directors by
members, yet fail to specify a procedure for removal, the Act specifies the following:

y Any director elected by members may be removed by two-thirds of the
votes cast by members having voting rights with regard to director
elections, at a meeting where a quorum is present. Note that
members may be represented in person or by proxy, if permitted by
the bylaws (even though this option is not available to directors).

y If a corporation has cumulative voting, a director may be removed if
the number of votes cast for removal would have elected the director
at an election.

WASHINGTON NONPROFIT HANDBOOK -35- 2018