Forming a nonprofit in Washington State involves more than filing articles of incorporation — one of the most crucial internal governance documents is the bylaws. These are the rules that guide how your nonprofit is run, how decisions are made, and how members, directors, and officers interact. Getting your bylaws right is essential for both legal compliance and long-term stability.
Here’s a breakdown of what Washington law requires (and allows) for nonprofit bylaws, what you should include, and practical tips for setting them up.
Legal Foundation: Which Law Governs Bylaws in WA
- Washington nonprofits are primarily governed by the Washington Nonprofit Corporation Act, codified in Chapter 24.03A RCW.
- There is also a “miscellaneous” nonprofit statute under Chapter 24.06 RCW, which includes its own bylaws provision.
- Under RCW 24.03A.140, a nonprofit has the power to “make and amend bylaws … not inconsistent with its articles or with the laws of this state.”
- According to RCW 24.03A, “bylaws” means the internal rules adopted by the corporation for how it is governed.
Adoption of Initial Bylaws
- The initial bylaws must be adopted by the board of directors at the organization’s founding.
- Unless the articles of incorporation or the bylaws themselves say otherwise, the board has the power to amend, repeal, or adopt new bylaws.
- Your bylaws may include “any provisions for the regulation and management of the affairs of the corporation” as long as they don’t conflict with state law or the nonprofit’s articles.
What Key Provisions Your Bylaws Should Address
While Washington law does not prescribe a rigid checklist for bylaws, the following are standard and strongly recommended provisions, based on both legal requirement and best practice.
Board of Directors
- Minimum number of directors: State law requires at least one director under some older statutes, but most nonprofits choose more to ensure governance health.
- Election, terms, and removal: Your bylaws should define how directors are elected, how long their terms are, how they can resign or be removed.
- Meetings: Include rules for board meetings — how often they are held, how notice is given, how special meetings work, and quorum requirements. Washington law permits remote meeting methods (like telephone or other communication), so long as all participants can hear each other.
- Action by written consent: Nonprofits can adopt “written consent” resolutions (sometimes by email), but such consent must generally be unanimous among directors.
Members (If Any)
- A nonprofit in Washington does not necessarily need to have members. RCW 24.03A.065 permits no-members structure.
- If you do have members, your bylaws should clearly state:
- Membership eligibility and classes (voting / non-voting)
- Rights and obligations of members (voting rights, dues, assessments)
- Procedures for calling member meetings, including special meetings
- Member termination or expulsion processes
Officers
- Common officer roles include President, Secretary, and Treasurer. Washington nonprofits usually define these in bylaws.
- Duties of each officer should be described: e.g., secretary maintains records, treasurer oversees finances.
- You may also include provisions for additional officers (Vice President, Assistant Secretary, etc.) as needed.
Meetings and Quorum
- Define how board or member meetings are called (notice period, who can call) and how to give that notice.
- Quorum rules: If your bylaws don’t specify quorum, Washington’s default for board is a majority.
- Voting: Your bylaws should set voting rules (majority, supermajority for certain decisions).
Amendments
- Specify who can amend the bylaws: usually the board, but you may give members that power if desired.
- Include notice requirements for proposed bylaw changes (many nonprofits require 10–30 days’ written notice).
- Define approval thresholds (e.g., majority, two-thirds, supermajority) for bylaw amendments.
Conflict of Interest
- While Washington law doesn’t mandate a conflict-of-interest policy in bylaws, it’s strongly recommended.
- Your policy should define what constitutes a conflict, how board members disclose conflicts, and what procedure is followed (e.g., recusal, independent vote).
Dissolution
- Include a dissolution clause that defines how the nonprofit will wind down if it dissolves.
- Specify how remaining assets will be distributed (typically to another nonprofit or qualified organization) — this is important for both state compliance and IRS tax-exempt status.
Recordkeeping
- Bylaws should require that the organization keep records of its articles, bylaws, meeting minutes, resolutions, and financials, and designate who is responsible (often the secretary).
- Include inspection rights: directors should be able to access corporate records, and if you have members, you may define member inspection rights too.
Best Practices & Practical Tips
- Clarity is key: Don’t overload bylaws with operational policies — keep bylaws focused on governance.
- Use fallback statutory rules wisely: The Washington Nonprofit Corporation Act provides “default” rules; you can override many of them in your bylaws, but only if you clearly state those changes.
- Review periodically: As your nonprofit grows, revisit your bylaws to ensure they still fit your structure, board size, and operations.
- Consult legal help: It’s wise to have a lawyer (or nonprofit-savvy advisor) review your bylaws before adoption — this helps avoid governance pitfalls.
- Make them accessible: While you don’t file bylaws with the state, keep them in your corporate records, and provide board members (and, if applicable, members) with up-to-date copies.
- Tailor for your tax-exempt status: If you plan to apply for 501(c)(3) status, ensure your purpose, dissolution, and governance provisions align with IRS requirements.
FAQ: Washington State Nonprofit Bylaws
Q1: Do I have to have bylaws in Washington to form a nonprofit?
Yes — while state law doesn’t require you to file them, your nonprofit’s initial bylaws must be adopted by the board of directors.
Q2: Can my board amend the bylaws later?
Absolutely — unless your articles or current bylaws say otherwise, the board has the power to amend or repeal the bylaws.
Q3: Do I need to include a conflict-of-interest policy in the bylaws?
It’s not strictly mandated by Washington law, but strongly recommended. Good governance and transparency demand it.
Q4: What happens if my organization doesn’t have any members?
That’s allowed in Washington under RCW 24.03A.065. If you have no members, your bylaws should state that fact clearly.
Q5: What should I do about a dissolution clause?
Include a clause in your bylaws that explains: how the decision to dissolve is made, who approves it, and where the remaining assets go (usually to another nonprofit).
Why Bylaws Matter (Beyond Legal Compliance)
Your bylaws are more than legal boilerplate — they’re the governance backbone of your nonprofit. Well-crafted bylaws help prevent disputes, clarify roles, and ensure that the organization stays true to its mission as it grows.
By aligning your bylaws with Washington’s statutory defaults and customizing them to match your nonprofit’s culture, you set a strong foundation for accountability, transparency, and long-term success.
If you’re starting your nonprofit in Washington, investing time (and perhaps legal advice) into your bylaws now will save headaches later.
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