Happy New Year – happy new law! The updated Washington Nonprofit Corporation Act RCW 24.03A began January 1, 2022 and has several changes for membership organizations. Don’t worry – most of it is good! However it will require some organizations to update their bylaws to be in alignment. So the question we’re asking is – what changed?

This guide quickly outlines some sections of the law that have been updated and modernized to reflect business these days (anyone still faxing and sending hard copy mail notices for special meetings?) Read below on the things most relevant to associations.


Five areas with the most relevant changes to ALL associations you should be aware of:


1. Communication Updates: Electronic communication is now the default

Over the past few years, numerous association bylaws began to include the ability to use email as acceptable ways to communicate and do official business. The new law brings us into the modern age and now sets email and other electronic means of communication as the default way to communicate and does not require a bylaw update to opt-in. It also outlines rules for virtual meetings (Zoom, Microsoft Teams, etc) that, well – let’s face it, is not going to go away. Considering associations span large geographic areas as opposed to one city, this update for teleconferencing is a welcome addition as we use these platforms for accessibility and better engagement (hello new Board Member possibilities!).


2. Voting Updates: Electronic board and election votes? You can do that.

What do your bylaws say?  The updated law includes parameters for how to vote electronically and all AMI Executive Directors know the rules on how to do it successfully within the parameters of the law to make sure you are taking official votes whether on a board action item or via an electronic ballot for your membership. Electronic voting means more votes so we are thrilled with this official change and increased engagement.


3. Officers Updates: President, Secretary & Treasurer required, 5-Year Term Limits 

The new law eliminates the Vice President position as required (you can still have it), leaving the President, Secretary & Treasurer as needed. Remember that one person can serve in multiple positions, except the President may not also serve as Secretary. It also updated that terms are a maximum of 5 years, however there is no limit on how many terms can be served.


4. Membership Updates: Several specifics around membership classifications, rights and obligations

There are too many updates in this section to delineate, but for the most part this updated section allows you to have more defined classifications of members and assign them very specific voting rights and obligations. We see this as a win for diversifying membership within associations. This can be used strategically if you’ve been on the fence about adding a new classification and not sure how to do it. All signs of this section point to your bylaws to specifically spell these items out, so this section may require you to do a bylaw update if you haven’t done one in awhile.


5. Annual Meeting Updates: Timing & Data 

Ok, this alone may prompt many associations to update their bylaws and annual actions. Some associations have major conferences and choose to hold their annual meeting there – others are a bit more relaxed and hold it when they can. Although there are no penalties and does not affect the validity of votes eventually taken if not done on the time you denoted, there are certain things that are better with fixed regularity and an annual meeting is one of them. And not only do you need a general time that you’ll hold your meeting, you need to provide a member list with full contact information and voting privileges included in the announcement of the annual meeting. While this all sounds a bit tedious, it’s a great way to schedule in an annual check-in with your membership and be transparent about who your organization includes.


Beyond these five areas, there are other changes that may be relevant specifically to your association that you need to suss out – these were the most universal changes that I see affecting most if not all associations.


So the next question is, what do you need to do?

  1. Check your bylaws and articles of incorporation and see what needs to be updated in accordance with the new law. If it’s been awhile since your board has looked at your bylaws, your AMI Executive Director will schedule a bylaws review whether with your board or in a committee.

  2. Are your bylaws a long, boring document or heavy in “legalese”? No problem – your AMI Executive Director will add a 5 minute regularly occurring line item to every board meeting to educate on one important section of your bylaws over 2022 until you’ve gone through them all.
  3. And last of all, don’t worry – your AMI Executive Director will address these with you shortly in a bylaw update that is specific to your organization. Expect that to be coming soon from your staff at your next board meeting if there is anything that should be updated.


And if you are not a client of AMI, consider reaching out to us to talk about your bylaws and the full services management that we provide so you’re always on top of these vitally important legal updates. As a volunteer Board member you only worry about serving your purpose and your industry and leave it to us to make sure your association is always in compliance with best practices.