Page 51 - Washington Nonprofit Handbook 2018 Edition

i. Public Documents

Certain corporate documents are part of the public record. In Washington,

all public corporate records are kept in Olympia by the Corporations Division of the
Secretary of State. The public corporate documents include the articles of
incorporation and any amendments, articles of merger or consolidation, articles of
dissolution, the name of the registered agent and the addresses of the registered
office and registered agent, the corporate annual report forms that disclose the
names and addresses of the corporation’s directors and officers, and certain other
information such as the Unified Business Identifier (UBI), the license expiration
date, the type of corporation (nonprofit), and, with respect to corporations
incorporated in other states that are qualified to do business in Washington, their
states of incorporation. The annual reports filed under the Charitable Solicitations
Act and the Charitable Trust Act are also part of the public record.

Chapter 35 discusses which documents are subject to disclosure under

federal law for section 501(c)(3) organizations.

CHAPTER 13. Duties and Obligations of Board Members to the Corporation

a. Duty of Care

A director of a nonprofit corporation should take seriously the responsibility
of managing the affairs of the corporation. The Act requires a director to perform
his or her duties “in good faith, in a manner such director believes to be in the best
interests of the corporation, and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use under similar circumstances.”

A director must stay informed about the general affairs and finances of the
corporation. Directors should examine financial statements regularly—at least
quarterly—to ensure that the corporation has adequate funds to pay its debts, and
that those funds are being used to further the corporation’s mission and goals. An
annual budget for the corporation should be approved prior to or at the beginning
of each fiscal year.

The Act does not require directors to attend board meetings (though bylaws
often include such a requirement). However, a director who is frequently absent
from meetings will find it difficult to contribute in a meaningful way and to fulfill his
or her duty of care. Organizations that are especially concerned about absentee-
ism can include a provision in their bylaws specifying that a director who is absent a
certain number of times shall be deemed to have resigned from the board.

WASHINGTON NONPROFIT HANDBOOK -40- 2018