SOS = Secretary of State

Thank you! Sorry for the acronym

Who is superior to the officers?

Definitions in the RCW are in Title 24. RCW 24.03A.010

All: the corrected cite in the definitions slide is RCW 24.03A.010

is it considered a conflict of interest if you have board members who sit on several boards in your community?

define "community"?

local/ inthe same city in which the non profit exists in.

What constitutes a "meeting"?

Self-dealing?

Is unanimous consent required for each Board motion/action or can they authorize for a period of time (with option to revoke consent on a particular motion/action)?

Thank you!

agreed! Disclosure is always the best method.

Scenario - A majority of Board members want to vote on a motion outside of a meeting. One Director does not want the email vote to proceed without a meeting. I'm hearing that a meeting is then required?

Today’s PowerPoint will be available after the presentation.

this seems pretty black-letter on AFP code of ethics, existing RCW, donor bill of rights, all extant, etc. what prompted this push/change?

Bill Lyell: Correct. A meeting is required to act without unanimous consent.

Curious about rules and restrictions for non-board committee members in regards to voting. Can members of our committees who are not on the board vote?

If there are no provisions in current articles of incorporation or bylaws about removal, do the new provisions convey this right? Or do bylaws have to be amended?

Do Directors under 18 years old have full liability for their decisions in their director capacity?

Paula Mueller: If there are no provisions in existing bylaws, then default rules in the new statute will control

My church uses 'board committees' for what Act calls 'advisory'. Also, committees are made up of members. Is that OK?

Do Directors under the age of 18 (or even members) require parental authorization?

Do Directors under 18 years old have full liability for their decisions in their director capacity?

Are nonmembership corps required to have an annual meeting? And what would be the purpose of such meetings?

are zoom or recorded meetings considered part of the minutes? IF not, can members request access to recorded meetings?

Nonmembership corporations are not required to have annual meetings. Often they do and use that meeting for election of directors and officers.

If existing bylaws state no membership meeting is required and instead the members can vote for directors via electronic means, is this still valid?

Under 24.03, all members who voted in a ballot prior to a meeting are considered present for quorum at the meeting. Is that also true under 24.03A?

Our organization sometimes records our Board meetings held on Zoom. Are those considered a part of the minutes and if not, can members request access to recorded meetings?

Matt Schafer: 24.03A does not have the same provision.

Thank you.

When members vote for Directors, can the ballot present a slate of Directors or does it have to be a vote of each candidate when members are voting in person, online and absentee at the same meeting?

Damian Magista: You could maintain a recording of a Zoom meeting as a record of a Board meeting, but I often advise against maintaining recordings or transcripts. In the event of a dispute, it is too easy to take snippets out of context and mischaracterize what occurred.

Thank you.

Grace Colton: Members may vote on a slate, but in most cases there should be an opportunity for members to make additional nominations, either before the meeting (where there is a ballot) or on the floor at a meeting.

To follow up: If a member asks for a Zoom recording are we required to give it to them>?

Sorry, bumped a key

Damian: If you maintain the Zoom meeting as part of the minutes, then yes. Otherwise that question is unsettled; you definitely need to provide minutes but it is less clear whether you need to provide supporting records used to develop minutes

Thank you.

Any insights into what's happening at the IRS? My new 501c3 application has been pending for 7 months and the designated IRS phone number has a robo message saying they are not taking calls due to extreme volume.

thank you for answering that, David!

Can volunteers who are not on the board update the organization’s website?

https://apexlg.com/about/https://www.dwt.com/people/l/lawson-david-a

thank you for this helpful information!

Why this? Why here, why now?

Thanks for the timing and IRS website tip!

May we have access to model bylaws you drafted which are compliant with the new statute?

What is the reason for the Secretary and President being not allowed to be done by the same person?

As a layman trying to answer questions within our organization, there were WAY TOO MANY GRAY AEAS in the old RCW

Greg, will the webinar recording be emailed to us, or just on your website?

Thank you. Very informative!

Thank you 501 Commons for hosting this. Thank you Judy and David for your insight!

Will the poweroint be available to participants?

Diane: The policy rationale for that is to have different people responsible for providing over meetings and recording the minutes

Many thanks -for the webinar and all your work on this new Act, David and Judy!

Thank you for the helpful information!

Thank you!

Thanks all for attending and to 501 Commons for hosting!

Thank you. This was all great information.

Thanks. Great presentation!

Thank you for the session - and very much more for all the work of the committee

Thanks.