Page 47 - Washington Nonprofit Handbook 2018 Edition

y If a corporation has no members and no removal procedure is
specified in the bylaws, the corporation must go to court to effect the
removal of a director.

y If the articles or bylaws do not specify a procedure to fill a vacancy on
the board, then a majority of the remaining directors may elect a new
director. The new director that is elected or appointed completes the
unexpired term of the vacant position.

d. Committees

The board may designate and appoint committees to perform certain
activities of the corporation, if the articles or bylaws allow for the creation of such
committees. However, even if the board appoints a committee and delegates
duties to the committee, the board and individual directors remain ultimately
responsible for duties imposed by law. Additionally, in order for a committee to
have delegated authority, it must have at least two directors as committee
members.

The Act prohibits the board from delegating certain powers or
responsibilities to committees. Committees cannot:

y Amend, alter, or repeal the corporation’s articles or bylaws;

y Elect, appoint, or remove any member of the committee, nor any
director or officer of the corporation;

y Adopt a plan of merger with another corporation;

y Authorize the sale, lease, or exchange of substantially all of the
corporation’s assets;

y Authorize the dissolution of the corporation;

y Adopt a plan for distribution of the corporation’s assets; or

y Amend, alter, or repeal any board resolution that by its terms may not
be amended, altered, or repealed by a committee.

e. Meetings

Nonprofit corporations with members must hold at least one annual meeting
for members and one annual meeting for directors. Although corporations without

WASHINGTON NONPROFIT HANDBOOK -36- 2018