Are bylaws required in Washington?
Yes, corporate bylaws are required by the State of Washington and thus each corporation must put theirs in effect to conduct business.[1]
Washington Corporate Laws
- Corporate Tax: Washington does not have a corporate income tax in place, but most corporations are subject to the Business & Occupation Tax, which has a rate of “1.5 percent of gross receipts.” [2]
- Board: A corporation in Washington has a board of directors so that “all corporate powers” are exercised properly and under its oversight.[3]
- Number – The board of directors always has one director however the bylaws can prescribe how many directors are on the board or “specify the process” required to determine this number for the corporation.[4]
- Qualifications – Directors “need not” have specific qualifications (i.e., state residents) unless the bylaws specifically prescribe them.[5]
- Terms – Initial director terms “expire at the first shareholders’ meeting,” during which new directors are elected to a full term.[6]
- Staggered Terms – Corporations divide their directors “into groups of one or more,” where each group holds elections during a different annual meeting.[7]
- Fiduciary Duty – Directors bring their experience and their knowledge whenever carrying out their duties while serving the corporation’s interests as anyone in “similar circumstances.”[8]
- Officers: Corporations must have a president, as well as “one or more vice-presidents,” a secretary, and a treasurer.[9]
- Meetings: Regular and special meetings are held “upon such notice” that is required by the articles of corporation or bylaws.[10]
- Quorum: In the absence of any bylaw provisions, a quorum is the majority of “in office” directors whenever a meeting is about to happen.[11]
- Emergency Bylaws: Corporations implement a set of bylaws to govern the corporation when a state of emergency is declared, but such bylaws are “not effective after the emergency ends.”[12]