Washington corporate bylaws serve as the framework for a corporation’s internal governance and operations. The incorporators or board of directors devise this blueprint to detail the organizational structure and roles and responsibilities of the shareholders, directors, and officers.
They also write this document to explain the regulations for management practices, including the removal and election of officers, the conduct of shareholder and board meetings, the issuance of shares, the procedures for amending the bylaws, and the process for dissolving the corporation (if necessary).
Legal Requirements
Washington requires corporations to maintain bylaws. Here are some other considerations to make when writing yours:
- Annual Meetings – A corporation shall conduct an annual shareholder meeting to elect directors at a time fixed in accordance with the bylaws. [1]
- Corporate Bylaws – The bylaws must not infringe upon the board of directors’ exclusive authority or conflict with any other law, shareholders’ agreement, or the articles of incorporation. [2] Otherwise, they may provide for any term that is necessary to manage the organization as long as they do not conflict with state law or the articles of incorporation.
- Issuance of Stock – Shares may be issued as a share dividend, upon a stock split, or for consideration determined by the board. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: Language stating or implying the entity is organized for impermissible purposes; “Bank,” “Banking,” “Banker,” “Trust,” “Cooperative,” or any combination of these words; “Industrial” and “Loan”; any combination of two or more of these words: “Building,” “Savings,” “Loan,” “Home,” “Association,” and “Society.”
- Name Reservation Period: 180 days.
- Renewal Period: Nonrenewable.
- Transferability: Yes.
Emergency Bylaws
If an emergency exists, meaning a quorum of the directors can’t assemble because of a catastrophic event, the directors can adopt emergency bylaws. [4] Actions taken during an emergency will bind the corporation. Corporate directors are shielded from liability for acts taken in good faith during the emergency period.
