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Washington's New Nonprofit Corporation Act: How does it affect you? - Shared screen with speaker view
Greg Scully, 501 Commons
01:05:15
SOS = Secretary of State
David Lawson (DWT)
01:05:42
Thank you! Sorry for the acronym
Tristan Steel (he/him) Island Shakespeare Festival
01:07:54
Who is superior to the officers?
Greg Scully, 501 Commons
01:09:00
Definitions in the RCW are in Title 24. RCW 24.03A.010
David Lawson (DWT)
01:09:03
All: the corrected cite in the definitions slide is RCW 24.03A.010
Audrey Henley (she/her - Olympia Film Society)
01:11:23
is it considered a conflict of interest if you have board members who sit on several boards in your community?
Tristan Steel (he/him) Island Shakespeare Festival
01:11:48
define "community"?
Audrey Henley (she/her - Olympia Film Society)
01:12:38
local/ inthe same city in which the non profit exists in.
Dana O'Day-Senior
01:13:22
What constitutes a "meeting"?
Tristan Steel (he/him) Island Shakespeare Festival
01:13:39
Self-dealing?
Donald Kerns (SDMS)
01:14:57
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)?
Audrey Henley (she/her - Olympia Film Society)
01:15:56
Thank you!
Audrey Henley (she/her - Olympia Film Society)
01:16:34
agreed! Disclosure is always the best method.
Bill Lyell
01:16:42
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?
Greg Scully, 501 Commons
01:16:50
Today’s PowerPoint will be available after the presentation.
Tristan Steel (he/him) Island Shakespeare Festival
01:16:56
this seems pretty black-letter on AFP code of ethics, existing RCW, donor bill of rights, all extant, etc. what prompted this push/change?
David Lawson (DWT)
01:17:03
Bill Lyell: Correct. A meeting is required to act without unanimous consent.
Heidi Dettmer (she/her)
01:20:49
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?
Paula Mueller
01:23:30
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?
Eric Schacht
01:23:53
Do Directors under 18 years old have full liability for their decisions in their director capacity?
David Lawson (DWT)
01:24:00
Paula Mueller: If there are no provisions in existing bylaws, then default rules in the new statute will control
Grace Colton (she/her)
01:24:32
My church uses 'board committees' for what Act calls 'advisory'. Also, committees are made up of members. Is that OK?
Bill Lyell
01:24:59
Do Directors under the age of 18 (or even members) require parental authorization?
Eric Schacht
01:25:47
Do Directors under 18 years old have full liability for their decisions in their director capacity?
Sheila Everett
01:29:11
Are nonmembership corps required to have an annual meeting? And what would be the purpose of such meetings?
Audrey Henley (she/her - Olympia Film Society)
01:31:16
are zoom or recorded meetings considered part of the minutes? IF not, can members request access to recorded meetings?
Judy Andrews
01:32:32
Nonmembership corporations are not required to have annual meetings. Often they do and use that meeting for election of directors and officers.
Donald Kerns (SDMS)
01:34:52
If existing bylaws state no membership meeting is required and instead the members can vote for directors via electronic means, is this still valid?
Matt Schafer
01:37:13
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?
Damian Magista
01:40:02
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?
David Lawson (DWT)
01:41:11
Matt Schafer: 24.03A does not have the same provision.
Matt Schafer
01:41:57
Thank you.
Grace Colton (she/her)
01:42:27
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?
David Lawson (DWT)
01:42:32
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.
Damian Magista
01:43:04
Thank you.
David Lawson (DWT)
01:44:26
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.
Damian Magista
01:44:35
To follow up: If a member asks for a Zoom recording are we required to give it to them>?
David Lawson (DWT)
01:44:47
Sorry, bumped a key
David Lawson (DWT)
01:46:09
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
Damian Magista
01:46:41
Thank you.
Steve Fisher
01:50:51
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.
Audrey Henley (she/her - Olympia Film Society)
01:51:11
thank you for answering that, David!
Diane Emerson
01:51:35
Can volunteers who are not on the board update the organization’s website?
Greg Scully, 501 Commons
01:51:43
https://apexlg.com/about/https://www.dwt.com/people/l/lawson-david-a
Alisa she/her APACE
01:52:28
thank you for this helpful information!
Tristan Steel (he/him) Island Shakespeare Festival
01:52:29
Why this? Why here, why now?
Steve Fisher
01:52:45
Thanks for the timing and IRS website tip!
Eric Schacht
01:52:49
May we have access to model bylaws you drafted which are compliant with the new statute?
Diane Emerson
01:57:45
What is the reason for the Secretary and President being not allowed to be done by the same person?
Bill Lyell
01:57:55
As a layman trying to answer questions within our organization, there were WAY TOO MANY GRAY AEAS in the old RCW
Sheila Everett
01:58:12
Greg, will the webinar recording be emailed to us, or just on your website?
Paula Mueller
01:58:14
Thank you. Very informative!
Naomi O'Connor (she/her) - Children's Therapy Center
01:58:38
Thank you 501 Commons for hosting this. Thank you Judy and David for your insight!
Mary Stephenson
01:58:40
Will the poweroint be available to participants?
David Lawson (DWT)
01:58:53
Diane: The policy rationale for that is to have different people responsible for providing over meetings and recording the minutes
Leanne Skooglund
01:59:16
Many thanks -for the webinar and all your work on this new Act, David and Judy!
Melanie Danuser
01:59:24
Thank you for the helpful information!
Mary Stephenson
01:59:26
Thank you!
David Lawson (DWT)
01:59:27
Thanks all for attending and to 501 Commons for hosting!
Damian Magista
01:59:35
Thank you. This was all great information.
Steve Fisher
01:59:37
Thanks. Great presentation!
Jeanne (Ripple Impact NW)
01:59:49
Thank you for the session - and very much more for all the work of the committee
Eric Schacht
01:59:50
Thanks.