Page 64 - Washington Nonprofit Handbook 2018 Edition

The procedure for a nonprofit corporation to adopt the Articles of Amendment
differs for corporations with voting members and corporations with no members or
no voting members:

y For corporations with voting members, the board of directors first
passes a resolution approving the proposed Articles of Amendment
and directing a vote of the members. The board may also need to call
a special meeting of the members for the vote. The members of the
corporation then vote on the proposed Articles of Amendment at a
regular or special membership meeting duly called in accordance with
the bylaws or by mail-in or electronic ballot if permitted in the bylaws.
The proposed Articles of Amendment must receive a vote of two-thirds
of the members present at a meeting in which there is a quorum of
members.

y For corporations with no members or no voting members, the board
approves the proposed Articles of Amendment at a regular or special
meeting of the board held in accordance with the bylaws. The vote to
approve the Articles of Amendment must be by a majority of directors
in office at a meeting in which a quorum is present. Such vote can also
be held by unanimous consent resolution.

After receiving the required corporate approval, the Articles of Amendment,
signed by an officer of the corporation, are filed with the Secretary of State with the
appropriate filing fee. A closing paragraph of the Articles of Amendment recites the
corporate approval obtained, including the date such approval was received. The
Secretary of State’s website contains a helpful form reciting the required
information. The Articles of Amendment become effective on the date of filing with

the Secretary of State or on such later date as stated in the Articles of Amendment.

If a corporation has amended its articles of incorporation several times or
has significantly revised the articles, it may prepare and file restated articles, which
integrate all of the amendments into a single document. The restated articles must
be approved using the process described above and filed with the Secretary of
State with the appropriate filing fee.

c. Bylaws

Nonprofit corporations amend their bylaws more frequently than they
amend their articles of incorporation. The bylaws are amended in accordance with

the procedure set forth in the bylaws themselves or in the articles of incorporation.

WASHINGTON NONPROFIT HANDBOOK -53- 2018