Washington Code 24.03A.100 – Articles of incorporation
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(1) The articles of incorporation shall set forth:
Terms Used In Washington Code 24.03A.100
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Dependent: A person dependent for support upon another.
- Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
(a) A name for the nonprofit corporation that satisfies the requirements of RCW 24.03A.095;
(b) The name and address of the corporation’s initial registered agent;
(c) That the corporation is incorporated under this chapter;
(d) The purpose or purposes for which the corporation is organized;
(e) The number of directors constituting the initial board of directors, and the names and mailing addresses of the persons who are to serve as the initial directors;
(f) If the corporation will have members as defined in RCW 24.03A.010, a statement that the corporation will have members;
(g) The distribution of assets upon dissolution;
(h) The name and mailing address of each incorporator; and
(i) The signature of each incorporator.
(2) The articles of incorporation may set forth:
(a) A statement that the corporation has no members as defined in this chapter (whether or not the corporation uses the term “member” to define one or more classes of persons who are not members as defined in this chapter);
(b) The names of the initial members, if any;
(c) Provisions not inconsistent with law regarding:
(i) Managing the business and regulating the affairs of the corporation;
(ii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and the members, if any;
(iii) The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members;
(d) A provision permitting or making obligatory indemnification of any individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding, subject to the limitations set forth in RCW 24.03A.630;
(e) Provisions required if the corporation is to be exempt from taxation under federal, state, or local law; or
(f) Any other provision that this chapter specifically permits to be set forth in the articles or bylaws.
(3) The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.
(4) Provisions of the articles may be made dependent upon facts objectively ascertainable outside the articles in accordance with RCW 24.03A.060(3).
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.