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Washington State Passes New Nonprofit Corporations Act!


Earlier this week, Governor Inslee signed into law Senate Bill 5034. Simply put, this law completely overhauls and replaces the current version of the Washington Nonprofit Corporations Act. The effort to pass this law started in 2008 with the adoption of the Model Nonprofit Corporations Act by the Washington State legislature. From there, a dedicated group of professionals, lawyers, experts, and other leaders in the nonprofit realm have combed through the act word for word multiple times to improve the act and help it address real world experiences and issues encountered by those in the nonprofit community.

Collaborating for Good

The passage of this law reflects the collaboration of not only those directly effected by the law but also those in charge of enforcing and implementing the law. The Washington State Attorney General’s Office and the Washington State Secretary of State’s Office played active rolls in helping draft the bill and ensuring that charitable assets were adequately protected and that the act could be implemented effectively. Furthermore, Senator Peterson played an active role in making sure the act was successfully shepherded through the Washington State legislature.

This act truly represents a great work of collaboration among multiple interest groups, and all should be congratulated for the effort!


As a brief description of the act and what topics we will begin to cover in future posts, the summary of the act contained in the legislative bill report reads as follows:

“The new act creates a more efficient process for the electronic transmission of notices and meeting procedures. The act contains more comprehensive rules governing members and directors, and it updates record keeping and filing requirements with the secretary of state. The act defines members, their rights, and their powers, and includes provisions for delegates acting in a representative capacity. The new act protects charitable assets of nonprofit corporations and comprehensively addresses the authority of the attorney general to investigate and intervene to protect charitable assets.”

We are excited to begin exploring this new act and helping you understand its effects and implications going forward. The next blog posts in this series will explore specific differences this act has from the previous nonprofit corporations act and specific provisions that the new act introduces.

The above article is for general information purposes only and should not be relied upon as specific legal advice. This article, or contacting Apex, does not in any way form an attorney-client relationship. If you have any questions or would like to learn more, please contact Jacob Ferrari at

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