Page 48 - Washington Nonprofit Handbook 2018 Edition

members are not required to hold an annual board meeting, it is recommended
that one be held. The annual member meeting is typically held for the purpose of
electing directors for the next year and for discussion of general business matters.
The annual board meeting is typically held for the purpose of electing directors
(unless directors are elected by members), electing or appointing officers for the
coming year, adopting the corporation’s budget, approving programs/activities, and
forming plans and strategies. Holding an annual meeting ensures that elections
necessary to elect directors and officers take place.

The corporation must give notice of the annual meeting to members using
one of the methods approved in the bylaws no less than 10 or more than 50 days
prior to the meeting. The corporation’s bylaws establish the date of the annual
meeting of members and directors for membership corporations and of directors
for nonmembership corporations. Failure to hold an annual meeting at the
designated time required under the corporation’s bylaws will not bring about a
dissolution of the corporation, but it does put the corporation out of compliance
with its bylaws and, as such, should be remedied as soon as possible by the board.

Beyond the annual board meeting, most boards will establish a schedule of
monthly or quarterly meetings. The bylaws may permit regularly scheduled board
meetings to be held with or without notice as long as the schedule of board
meetings is approved at a board meeting. Board meetings may be held in or out of
Washington State.

Special board meetings require that notice be sent to the directors. The
procedure and timing for giving notice should be stated in the bylaws. If a director
attends a meeting, the director waives the notice requirement, unless he or she
attends the meeting solely to object to lack of notice. The bylaws should state

whether the notice should include specific information about the business to be
conducted at the special meeting.

Regular and special meetings may be conducted by conference calls or
similar methods of communication that allow comment and response by all
directors at the same time. If all directors sign or email a written consent to a
corporate action and a record of such consents are kept in the corporate minutes
book, a meeting is not required to validate the action. The Act does not currently
permit “online” meetings of any kind.

WASHINGTON NONPROFIT HANDBOOK -37- 2018