RCW 24.03A.010
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Defines the foundational terms used throughout the Washington Nonprofit Corporation Act, including "corporation," "board of directors," "director," "member," "voting power," "bylaws," "articles of incorporation," and "fundamental transaction." Critical for HOA governance because every operational power, voting threshold, and member right under the chapter is built on these definitions.
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Statutory Text
Verified Apr 19, 2026 · LEG_WA_GOV
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise. (1) "Address," unless otherwise specified, means either a physical mailing address or an electronic address. (2) "Articles" or "articles of incorporation" means the original articles of incorporation as modified by all amendments thereof, as filed by the secretary of state. If any record filed under this chapter restates the articles in their entirety, thenceforth the articles shall not include any prior filings. (3) "Board" or "board of directors" means the team or body of individuals ultimately responsible for the management of the activities and affairs of the nonprofit corporation, regardless of the name used to refer to the team or body. (4) "Bylaws" means the code or codes of rules, other than the articles, adopted for the regulation and governance of the internal affairs of the nonprofit corporation, regardless of the name or names used to refer to those rules, excluding separate policies or procedures adopted by the board. (5) "Charitable corporation" means a domestic nonprofit corporation that is operated primarily or exclusively for one or more charitable purposes. (6) "Charitable purpose" means a purpose that: (a) Would make a corporation organized and operated exclusively for that purpose eligible to be exempt from taxation under section 501(c)(3) of the internal revenue code; or (b) Is considered charitable under applicable law other than this chapter or the internal revenue code. (7) "Contribution" means the payment, donation, or promise, for consideration or otherwise, of any money or property of any kind or value which contribution is wholly or partly induced by a solicitation. (8) "Corporation" means a domestic nonprofit corporation, unless otherwise specified. (9) "Delegate" means a person elected or appointed to vote in a representative capacity for the election of directors or on other matters. (10) "Deliver" or "delivery" of a record means delivery by hand, United States mail, private courier service, electronic transmission, or other methods of delivery used in conventional commercial practice, except that delivery to the secretary of state means actual receipt by the secretary of state. (11) "Director" means an individual designated, elected, or appointed, by that or any other name or title, to act as a member of the board of directors, while the individual is holding that position. (12) "Domestic," with respect to an entity, means governed as to its internal affairs by the law of this state. (13) "Domestic corporation" or "domestic nonprofit corporation" means a domestic corporation incorporated under or subject to this chapter. (14) "Domestic unincorporated entity" means an unincorporated entity whose internal affairs are governed by the laws of this state. (15) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. (16) "Electronic transmission" means an electronic communication: (a) Not directly involving the physical transfer of a record in a tangible medium; and (b) That may be retained, retrieved, and reviewed by the sender and the recipient thereof, and that may be directly reproduced in a tangible medium by such …
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Governance
| Ref | Requirement |
|---|---|
| (11) | A person becomes a "director" the moment they are seated on the board, and stops being one when they leave. Fiduciary duties attach for that period — not before, not after. |
| (3) | Final governance authority rests with the board as a body — not with any individual director, officer, or manager. Statements made by one director do not bind the HOA unless the board has formally delegated authority. |
| (4) | Bylaws are the HOA's internal operating manual — meeting procedures, officer duties, committee structure, voting thresholds. They are separate from the articles of incorporation (which establish the entity) and the declaration / CC&Rs (which run with the land). |
| (45)(a) | An HOA member, in nonprofit-corporation terms, is whoever has a vote in board elections or major decisions. The membership-rights definition is critical — it identifies who has standing to challenge governance actions and trigger meeting and voting rights. |
| (75) | Voting power is measured at the moment of the vote — past or future voting rights don't count. This matters for quorum and majority calculations under both this chapter and the HOA-specific statutes. |
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Legal references last verified July 4, 2026.
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