The Board Is the Institution: A Nonprofit Board’s First Four Moves in a Transition or a Crisis

By Matthew Macklin, Managing Attorney, Stratagem Law Group

Key takeaways

• The trigger varies — a founder’s exit, an internal investigation, a lawsuit, a funder walking away — but a board’s first four moves are the same: establish who has authority, secure the record, separate the organization from the people who are leaving, and only then decide.
• Authority is a documented fact, not an assumption. Under RCW 24.03A.490 all corporate powers are exercised by or under the authority of the board, and in a corporation with no members, RCW 24.03A.315(4) routes every notice, vote, and consent the statute requires to the board itself.
• Washington’s three-director floor is keyed to IRS public-charity status under section 509(a)(1)–(4) of the Internal Revenue Code, not to the label “charitable corporation.” RCW 24.03A.505(2). A board that drops below three through death, incapacity, resignation, or removal is not automatically unlawful, but a duty to make “reasonable and prompt efforts” to fill the seats attaches immediately.
• Records are leverage. A director’s inspection right under RCW 24.03A.235 puts the burden on the corporation to prove the director is not entitled, and shifts fees to the director who has to go to court to get them.
• “Emergency” is far narrower than most boards assume. RCW 24.03A.145 requires a catastrophic event that prevents a quorum from being assembled. A resignation, a scandal, or a funding collapse does not relax notice or quorum rules.
• Director protection is real but partial. RCW 4.24.264 covers only discretionary decisions, carves out gross negligence, and expressly preserves duties owed to the corporation — it is a shield against outsiders, not against the organization itself.
• If the answer is to wind down, that is a governed process, not an exit. A charitable corporation must give the Attorney General twenty days’ notice before adopting a distribution plan, and no plan may be implemented without the Attorney General’s approval. RCW 24.03A.908.

Before I practiced law I spent sixteen years as a licensed nursing home administrator, most of it walking into buildings that were already in trouble, and some years after that running nonprofits. I still work with nonprofits from the other side of the table: I advise them in my practice, I chair one board, and I serve as a director on others. The pattern I saw over and over in operations is the same one I now see from the legal side: the organizations that come apart in a transition are rarely the ones with the worst facts. They are the ones whose boards started in the wrong place.

This is written for the people who have to act when that happens: chief executives of nonprofits who are heading into a transition, already inside one, or holding an organization together while someone else decides what comes next — and the boards they answer to. The sequence below does not change much with the trigger. What changes is how much time you have to run it.

A board in transition wants to get to the decision. Who is the next executive director. Whether to fight the lawsuit or settle it. Whether to keep the lease. Those are the questions that feel urgent, and they are the questions everyone in the room is already arguing about. But a decision made before the board has established that it has the authority to make it, before it controls its own records, and before it has untangled the organization from the people on their way out, is a decision that tends not to hold.

The trigger hardly matters. A planned founder succession and a genuine existential threat — an investigation, a receivership, the loss of the revenue the budget was built on — put a board in the same posture and call for the same first four moves. What follows is that sequence, and the Washington law that drives it.

Move one: establish, on the record, who can act

Start with the provision everything else hangs on. RCW 24.03A.490 says a nonprofit corporation “shall have a board of directors,” and that “[a]ll corporate powers shall be exercised by or under the authority of the board of directors, and the activities and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors, subject only to any powers expressly reserved to the corporation’s membership or other persons in the articles or bylaws.” In practice, that authority frequently sits somewhere else — with a founder, a long-tenured executive director, an outside consultant, or a related entity that handles the books. It sits there because nobody wrote down that it does not.

If the organization has no members, RCW 24.03A.315(4) is the translation rule that makes the rest of the statute work: where a corporation has no members, or none entitled to vote on a given matter, any requirement in the chapter for notice to, the presence of, or a vote or consent by members “is satisfied by notice to, the presence of, or the vote, consent, or other action by the board.” Whether a pre-2022 corporation has members at all turns on a test most boards have never run — for entities formed before January 1, 2022, the bylaws must both say there are members and give at least one class the right to elect directors or vote on a fundamental transaction. RCW 24.03A.315(3).

Then count the seats. Washington requires a board of “three or more directors” where the IRS has determined the corporation to be a public charity described in section 509(a)(1) through (4), or where the corporation has applied for that determination or classification. RCW 24.03A.505(2). Note what that is keyed to. It is not the phrase “charitable corporation,” which is a separate defined term, and it is not the elective “public benefit nonprofit corporation” designation under RCW 24.03A.245, which is a third thing. A 501(c)(3) private foundation is a charitable corporation and is not covered by the three-director floor. Boards and their advisors conflate these constantly.

A board that falls below three is not instantly operating unlawfully. RCW 24.03A.505(4) permits fewer than three directors where “the death, incapacity, resignation, or removal of a director causes the corporation to have fewer than three directors, provided that the entity, body, or person with the power to elect or appoint directors makes reasonable and prompt efforts to elect or appoint additional directors.” The grace is conditional, and the condition is affirmative effort. Meanwhile the remaining directors can still act: except as subsection (2), the articles, or the bylaws provide otherwise, a vacancy “may be filled by a majority of the directors remaining in office even if they constitute less than a quorum.” RCW 24.03A.535(1). Check that exception before acting. A seat filled by someone other than the members can be filled only by those same persons, and a director designated by name in the articles or bylaws cannot be replaced by board action at all. RCW 24.03A.535(2).

The backstop is worth knowing precisely because no board wants to reach it. If no directors remain in office and there are no members with the right to elect them, the Attorney General “has the power to appoint one or more directors selected for their interest and ability to carry out the purposes of the corporation, unless the articles or bylaws provide a different method for electing, appointing, or designating at least one director.” RCW 24.03A.535(4). That closing clause matters: appointment by the Attorney General is a backstop, available only where the governing documents supply no alternative method. An organization that empties its board does not quietly cease to exist. It becomes someone else’s to reconstitute.

One more piece of housekeeping that turns out to matter enormously. RCW 24.03A.125(1) provides that “[t]he board shall adopt initial bylaws for the corporation.” The chapter prescribes no required content and attaches no stated penalty for failing to adopt any. So an organization operating without bylaws has not committed a discrete statutory violation with a remedy attached — but it has given up every provision in the act that begins “unless the articles or bylaws provide otherwise,” and it will discover the cost at the worst possible moment, when a bank, a landlord, an insurer, or a court asks it to prove who is authorized to sign.

The deliverable for move one is unglamorous and it is the single most useful document a board in transition can produce: a board resolution, properly noticed and recorded, stating who the directors and officers are, what authority each holds, and what prior delegations are revoked — with a certificate of authority that a third party can rely on.

One clarification belongs here, because it causes more confusion in this area than anything else. Section 501(c)(3) is a federal tax classification, not a form of organization. It describes an organization exempt from federal income tax under 26 U.S.C. § 501(a), a status generally obtained by applying to the IRS under 26 U.S.C. § 508(a). It does not create the entity, seat its board, or supply its fiduciary duties. Those come from chapter 24.03A RCW, and they apply whatever the organization’s federal tax posture happens to be. The two can move independently: a corporation can be in good standing with the Secretary of State while its exemption is in trouble, and the reverse.

That distinction matters in a transition for a reason that has little to do with taxes. State agencies, private foundations, corporate giving programs, and government grantmakers routinely use an IRS determination letter as a threshold eligibility qualifier — a box that has to be checked before an application is read at all. A lapse in exempt status, or a gap in the filings that maintain it, can therefore close off funding long before it produces a tax bill. A board triaging obligations in a transition should treat the exemption as a funding asset with a maintenance schedule, not as an accounting detail that can wait.

Move two: secure the record before it walks out the door

Organizations in transition lose their records, and they lose them in ordinary ways. The bookkeeping ran through a contractor. The minutes lived in one person’s email. The insurance file was never corrected after the last change in officers. Nobody hid anything; it simply left with whoever left.

RCW 24.03A.210 sets the floor. The corporation must keep permanently its minutes of all meetings of members and of the board, a record of all actions taken by unanimous written consent, and a record of all actions taken on its behalf by a board committee. It must keep current copies of the articles and bylaws as amended, communications to members over the past six years, “[a] list of the names and business addresses of its current directors and officers,” and the most recent annual report. It “shall maintain appropriate accounting records.”

When the record is in someone else’s hands, the director inspection right is the tool, and its allocation of burden is the part boards do not expect. Under RCW 24.03A.235(1), a director may inspect and copy corporate books and records “at any reasonable time to the extent reasonably related to the performance of the director’s duties.” If inspection is refused, a court may order it at the corporation’s expense “unless the corporation establishes that the director is not entitled to those inspection rights” — the corporation carries that burden — and the court may order the corporation to reimburse the director’s costs, “including reasonable attorneys’ fees.” RCW 24.03A.235(2), (3). A director being stonewalled is in a considerably stronger position than they usually realize.

There is a parallel obligation running the other direction that deserves more attention than it gets. An officer’s duty under RCW 24.03A.590(2)(b) includes conveying to the board “[i]nformation regarding any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, director, employee, agent, or vendor of the corporation, that the officer believes has occurred or is likely to occur.” When a board opens an internal investigation, that provision is the reason the executive team’s silence is itself a governance problem, not merely an inconvenience.

Control of the record is won before the crisis

Everything in this section is easier if the board did the unglamorous work in advance. The organizations that lose control of their own records in a transition are rarely the ones that were careless during the crisis. They are the ones that let a single person quietly become the only route to something.

A few arrangements do most of the work. Records live in cloud systems on a domain the organization owns, not in a personal account and not on a departing employee’s laptop. No one person holds the only credentials to anything that matters — not the bank, not the accounting system, not the domain registrar, not the donor database. Minutes are circulated after each meeting and deposited in a repository the organization controls, so that the corporate record does not have to be reconstructed from one officer’s memory eighteen months later. The books are cloud based, each person has an individual login rather than a shared one, and at least two people hold administrative rights, so that the departure or incapacity of one does not lock the organization out of its own financial history.

The same logic runs in reverse on the way out. Offboarding is a checklist executed on a schedule, not a courtesy extended to someone the board is still hoping will cooperate. Access is removed on the last day, ownership of accounts and files is transferred before it, and both steps are documented. A board that has done this has largely completed this move before the transition starts. A board that has not will spend the first two weeks asking a person who is leaving, and who may have reasons of their own not to help, for the keys.

Move three: separate the organization from the people who are leaving

This is the move boards skip, and it is the one that determines whether the organization survives its own transition. The question is not whether the departing people were good or bad. It is whether the organization can be shown, on paper, to be distinct from them.

The distinction gets tested through related-party transactions. RCW 24.03A.615(1) provides that a contract between the corporation and one of its members, directors, or officers — or another entity in which a director or officer holds a position or financial interest — is “not void or voidable solely for that reason,” if one of three conditions is met: the material facts are disclosed or known and a majority of the disinterested directors authorize it in good faith; or the material facts are disclosed to and approved by members entitled to vote; or the transaction “is fair as to the corporation” when authorized. Those are alternatives, not a checklist. Fairness is an independent safe harbor. Note too that interested directors still count toward quorum. RCW 24.03A.615(2).

Where the board needs to act by unanimous written consent and a conflicted director would break unanimity, RCW 24.03A.570(2) supplies the path: an interested director who abstains in writing is excluded from the count, provided the board determines both that the corporation is entering the transaction for its own benefit and that the transaction is fair and reasonable to it — or that the noninterested directors determine in good faith, after reasonable investigation, that the corporation cannot obtain a more advantageous arrangement with reasonable effort — records that determination, and all noninterested directors approve. Consents have a shelf life — no more than sixty days may pass between the first and last signature. RCW 24.03A.570(3).

Two bright lines are worth memorizing because they carry personal exposure. A nonprofit “may not lend money to, advance credit to, or guarantee the obligation of a director or officer of the corporation.” RCW 24.03A.605(1). The carve-outs are narrow: reimbursable expense advances, advances under the indemnification provisions, employee benefit plan loans, and reasonable relocation expenses for an officer. Directors who vote for or assent to a prohibited loan, and officers who materially participate in making one, are “personally liable on a joint and several basis” to the corporation. RCW 24.03A.605(4). Separately, RCW 24.03A.155 bars distributing charitable property or paying dividends to members, directors, officers, or others in a position to exercise substantial influence, subject to defined exceptions and the reasonable-compensation safe harbor at RCW 24.03A.160.

Insurance belongs in this move, not in an annual renewal conversation. Chapter 24.03A does not contain freestanding indemnification language; RCW 24.03A.630 incorporates the business corporation act, RCW 23B.08.500 through 23B.08.603. Two provisions there matter most. Indemnification is mandatory for a director “who was wholly successful, on the merits or otherwise, in the defense of any proceeding,” against reasonable expenses, unless the articles limit it. RCW 23B.08.520. Two limits travel with that. The mandatory duty covers reasonable expenses rather than judgments, settlements, or fines, and it runs to directors; officers are covered permissively. RCW 23B.08.570. And a corporation may purchase D&O insurance covering a director or officer “whether or not the corporation would have power to indemnify the individual against the same liability.” RCW 23B.08.580. That closing clause is the whole point of buying the policy. A board discovering mid-crisis that the organization carries general liability with no D&O, or that the named insured is an individual rather than the corporation, has discovered it too late.

Move four: now decide — and document why

Only now is the board positioned to make the decision it wanted to make an hour into the first meeting. The standard it is held to is forgiving of outcomes and unforgiving of process.

Each director, when discharging duties, must act “[i]n good faith,” “[w]ith the care an ordinarily prudent person in a like position would exercise under similar circumstances,” and “[i]n a manner the director reasonably believes to be in the best interests of the nonprofit corporation.” RCW 24.03A.495(1). A director must also disclose to fellow directors information known to be material to their decision-making or oversight functions, subject to legal, confidentiality, and professional-ethics limits. RCW 24.03A.495(2). And a director may rely on information and reports from officers and employees reasonably believed reliable and competent, from legal counsel and accountants on matters within their expertise, and from board committees. RCW 24.03A.495(3). That reliance provision is why a board that retains counsel, gets an accounting, and records what it relied on is in a categorically different position from one that simply voted.

Directors are not trustees. RCW 24.03A.495(4) says so expressly, and extends to property subject to donor restrictions. The liability rule is correspondingly protective: a director “is not liable to the nonprofit corporation for any action taken, or any failure to take any action,” except as provided, and the principal exceptions are receiving a benefit to which the director is not legally entitled, and “[i]ntentional misconduct or a knowing violation of law.” RCW 24.03A.540(1), (2).

The outside-facing shield is narrower than its reputation. RCW 4.24.264(1) provides that a director or officer of a nonprofit corporation “is not individually liable for any discretionary decision or failure to make a discretionary decision within his or her official capacity… unless the decision or failure to decide constitutes gross negligence.” Three limits travel with it. It reaches only discretionary decisions, not ministerial or operational acts. Gross negligence is carved out. And subsection (2) provides that nothing in the section “shall limit or modify in any manner the duties or liabilities of a director or officer of a corporation to the corporation or the corporation’s members.” It protects directors from third parties. It does not protect them from their own organization. It is also frequently confused with RCW 4.24.670, a different statute covering uncompensated volunteers, which carries its own conditions and an organizational insurance requirement.

The removal tools boards forget they have

Boards routinely conclude they are stuck because the bylaws do not address the situation in front of them, or because there are no bylaws at all. For directors, RCW 24.03A.530(5) says otherwise. “Notwithstanding anything else to the contrary in this section or the articles or bylaws,” a board may remove a director who is under guardianship or conservatorship; who “is subject to a written certification by his or her attending physician that in the physician’s opinion the director is substantially unable to manage his or her financial resources or resist fraud or undue influence”; who has been convicted of a felony; who has been found by final court order to have breached a director’s duty under RCW 24.03A.495; who missed the number of meetings the articles or bylaws specified at the beginning of that director’s current term; or who no longer satisfies qualifications stated in the articles or bylaws at the beginning of that term, where the determination is made by a vote of a majority of the directors who themselves meet all required qualifications. For a nonmembership corporation, notice of a meeting at which removal will be considered must be given “in no event less than forty-eight hours before the meeting” and must state that removal is a purpose. RCW 24.03A.530(2)(b). Judicial removal is separately available. RCW 24.03A.625.

Officers are easier, with one caution. Except as the articles or bylaws provide otherwise, an officer may be removed “at any time with or without cause” by the board, by the appointing officer (unless the board provides otherwise), or by another officer with that authority. Check the bylaws before relying on that, because nonprofit bylaws frequently do condition officer removal. RCW 24.03A.595(2). But removal authority and contract liability are different questions — RCW 24.03A.600 addresses the contract rights of officers, and a board terminating an executive director under an employment agreement should treat the governance act and the employment consequences as two separate analyses.

What “emergency” actually means

This one is worth stating flatly because the assumption runs the other way. Washington’s emergency-powers provision is not a general crisis provision. Under RCW 24.03A.145(1), “an emergency exists if a quorum of the directors cannot readily be assembled because of some catastrophic event,” defined as “a sudden, natural or man-made situation where rapid change or destruction has occurred that has limited normal functions in daily living including communications and travel.”

An executive director resigning without notice is not that. Neither is a lawsuit, a funder withdrawing, a licensing action, or a story in the paper. Those are organizational crises, and they are exactly the moments when a board most wants to skip notice and quorum requirements — and precisely when doing so will produce decisions that a successor board, an insurer, or an opposing party can later attack. When the statute does apply, it is powerful, though the first set of relaxations yields to the governing documents. Unless the articles or bylaws provide otherwise, notice goes only to directors it is practicable to reach, quorum need not be established, and officers present may be deemed directors. RCW 24.03A.145(3). Separately, action taken in good faith during an emergency to further the purposes and the ordinary affairs of the corporation binds it and may not be used to impose liability on a director, officer, employee, or agent. RCW 24.03A.145(5). Note which way that first qualifier runs: a corporation with carefully drafted bylaws may have written these relaxations out. Outside a catastrophic event, the ordinary rules govern, and the answer to a fast-moving problem is a properly noticed special meeting or a unanimous written consent — not an improvised one.

When the answer is to wind down

Sometimes the honest conclusion of a transition is that the organization should not continue, or that its program belongs with someone better positioned to run it. That is a legitimate exercise of the board’s judgment. It is also the most heavily supervised thing a charitable board can do, and boards that treat it as simply closing the doors create personal exposure where none needed to exist.

Liabilities are satisfied first. RCW 24.03A.906(1). Charitable property must then be applied and distributed consistently with the articles “such that property is not diverted from charitable purposes.” RCW 24.03A.906(2). For property the corporation owns outright, free of any gift restriction and of any condition requiring return on dissolution, the statute offers three routes: to one or more entities operated exclusively for charitable purposes, to federal, tribal, state, or local government for a public purpose, or subject to restrictions preserving the original charitable purposes. RCW 24.03A.906(2)(b). Property held under a trust instrument, property subject to gift restrictions, and property subject to a condition requiring its return are each handled differently, and restricted property whose restrictions require modification must be modified under RCW 24.03A.190 before it can be distributed at all. RCW 24.03A.906(2)(a), (c)–(e). A board that treats the three-route menu as the universal rule will distribute trust-held or restricted property without the court and Attorney General involvement those categories require — which is precisely the kind of step that produces the personal exposure this section is about.

The procedural requirement is the one to calendar. A corporation holding property for charitable purposes may not deliver articles of dissolution until it has adopted a plan of distribution and given the Attorney General notice, including the proposed plan and contact information for people who can answer questions about it. RCW 24.03A.908(1), (2), (4). That notice must be delivered “at least twenty days before the meeting at which the proposed plan is to be adopted,” and — the operative sentence — “[n]o plan of distribution… may be implemented without the approval of the attorney general, or the approval of the court in a proceeding to which the attorney general is made a party.” If the Attorney General does not object within twenty days after delivery, approval is deemed given. RCW 24.03A.908(5). Two separate twenty-day periods, doing two different jobs.

The Attorney General’s interest is not limited to dissolution. On reasonable suspicion of a violation of the provisions governing charitable property, or that a charitable corporation “has been improperly administered,” the Attorney General may open an investigation. RCW 24.03A.950. Chapter 11.110 RCW, which governs charitable trusts, is sometimes cited as a separate source of Attorney General authority over nonprofits. Read carefully, it reaches a nonprofit corporation only where that corporation holds property as trustee of a distinct charitable trust: RCW 11.110.020(2)(b)(i) expressly excludes corporations incorporated under chapter 24.03A RCW from the chapter’s definition of “trustee.” A board that has done the first three moves — authority established, records secured, related parties disentangled — is in a fundamentally different position if that attention arrives.

Closing Thought

The instinct in a transition is to move fast on the substantive question, because the substantive question is what everyone is worried about. The organizations I watched recover, first as an operator and now as counsel, did something that felt slower and was not: they spent the first meeting establishing who had authority, the second getting control of their own records, and the third untangling themselves from the people on the way out. By the time they reached the hard decision, they could actually make it, and it held.

None of these four moves requires knowing how the story ends. They are worth making whether the transition is a planned succession, an investigation, or a threat to the organization’s existence — and they are considerably cheaper to make before the transition than during it. If your board is heading into a leadership change, has just lost one, or is facing something larger, Stratagem Law Group’s nonprofit law practice can help you put the authority, records, and separation in order before the decision arrives. Start with a scoped conversation about where your board actually stands.

Frequently Asked Questions

Our executive director resigned without notice. Is that an “emergency” that lets the board skip notice and quorum requirements?

Almost certainly not. RCW 24.03A.145 defines an emergency as one where a quorum “cannot readily be assembled because of some catastrophic event” — a sudden natural or man-made situation limiting normal functions including communications and travel. An abrupt resignation, a lawsuit, a funding loss, or a public controversy is an organizational crisis, not a statutory emergency. The right tools are a properly noticed special meeting or unanimous written consent under RCW 24.03A.570, both of which can move quickly without creating decisions that are vulnerable later.

We are down to two directors. Are we operating illegally?

Not automatically. If the corporation is subject to the three-director requirement — which turns on IRS public-charity status under section 509(a)(1)–(4), not on being a “charitable corporation” — RCW 24.03A.505(4) permits a temporary shortfall caused by death, incapacity, resignation, or removal, so long as those with appointment power make reasonable and prompt efforts to fill the seats. The remaining directors may fill vacancies by majority vote even if they are fewer than a quorum. RCW 24.03A.535(1). What creates exposure is not the gap; it is the absence of documented effort to close it.

A departing officer has the only copies of our financial records. What can the board do?

A director may inspect and copy corporate books and records at any reasonable time to the extent reasonably related to the director’s duties, and if inspection is refused, a court may order it at the corporation’s expense unless the corporation proves the director is not entitled. The court may also order the corporation to reimburse the director’s costs and reasonable attorneys’ fees. RCW 24.03A.235. Practically, the board should first adopt a resolution directing return of all corporate records and revoking any prior authority over accounts and systems, then create a written record of the request and the response.

Can our nonprofit indemnify directors, and do we need D&O insurance?

Yes to indemnification, and it is partly mandatory. RCW 24.03A.630 incorporates the business corporation act’s indemnification provisions, under which a corporation must indemnify a director who was wholly successful in defending a proceeding, absent a limitation in the articles. RCW 23B.08.520. D&O insurance is a separate and broader protection: the corporation may insure a director or officer “whether or not the corporation would have power to indemnify the individual against the same liability.” RCW 23B.08.580. Boards should confirm that a D&O policy exists, that the named insured is the corporation, and that the roster on file with the broker is current — each of those is worth confirming in writing rather than assuming.

Our board wants to remove a director, but our bylaws do not address the situation. What are our options?

RCW 24.03A.530(5) operates “[n]otwithstanding anything else to the contrary in this section or the articles or bylaws,” and permits board removal in defined circumstances including guardianship or conservatorship, a physician’s written certification of substantial inability to manage financial resources or resist undue influence, a felony conviction, a final court finding of breach of a director’s duty under RCW 24.03A.495, missed meetings where the governing documents so provide, and failure to satisfy stated qualifications. Judicial removal is separately available under RCW 24.03A.625. Notice requirements still apply, including the forty-eight-hour floor for nonmembership corporations under RCW 24.03A.530(2)(b).

This article is provided by Matthew Macklin and Stratagem Law Group for general informational and commentary purposes only. It is not legal advice, does not address any specific facts or circumstances, and does not create an attorney-client relationship between the reader and Stratagem Law Group or any of its attorneys. Laws and regulations change. Readers should consult qualified counsel regarding their specific situation before acting on any information contained here.

Sources

• Washington Nonprofit Corporation Act, chapter 24.03A RCW (effective January 1, 2022) — chapter index
• RCW 24.03A.125 (bylaws); 24.03A.145 (emergency powers); 24.03A.155 (distributions prohibited); 24.03A.160 (reasonable compensation)
• RCW 24.03A.210 (corporate records); 24.03A.235 (inspection by directors)
• RCW 24.03A.315 (members; board-only corporations); 24.03A.490 (board authority)
• RCW 24.03A.495 (standards of conduct for directors); 24.03A.540 (liability of directors); 24.03A.590 (standards of conduct for officers)
• RCW 24.03A.505 (number of directors); 24.03A.530 (removal of directors); 24.03A.535 (vacancies); 24.03A.595 (resignation and removal of officers); 24.03A.600 (contract rights of officers); 24.03A.625 (removal by judicial proceeding)
• RCW 24.03A.570 (action without a meeting); 24.03A.605 (loans or guarantees); 24.03A.615 (conflicting interest transactions); 24.03A.620 (business opportunities)
• RCW 24.03A.630 (indemnification), incorporating RCW 23B.08.520 (mandatory indemnification) and 23B.08.580 (insurance)
• RCW 24.03A.904 (authorization of dissolution); 24.03A.906 (distribution of assets); 24.03A.908 (charitable corporations; notice to the attorney general)
• RCW 24.03A.950 (attorney general investigative power); chapter 11.110 RCW (Charitable Trust Act)
• RCW 4.24.264 (nonprofit directors and officers — limitation of liability); RCW 4.24.670 (liability of volunteers)
• IRS Form 990, Part VI, Section B, lines 12a–12c, 13, 14 (conflict of interest, whistleblower, and document retention policies) — Form 990 · Instructions

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Matthew Macklin

Matthew T. Macklin is the Managing Attorney of Stratagem Law Group, PLLC, a Washington business, healthcare, and nonprofit law firm. A former healthcare executive and licensed nursing home administrator, he represents businesses, providers, and nonprofit boards across Washington and in select federal cases.

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