wa-law.org > bill > 2025-26 > HB 1635 > Original Bill
Associations shall be managed by a board of not less than three directors (which may be referred to as "trustees"). The directors shall be elected by the members of the association at such time, in such manner, and for such term of office as the bylaws may prescribe, and shall hold office during the term for which they were elected and until their successors are elected and qualified.
Except as provided in RCW 23.86.087, any vacancy occurring in the board of directors, and any directorship to be filled by reason of an increase in the number of directors, may be filled by the board of directors unless the articles of incorporation or the bylaws provide that a vacancy or directorship so created shall be filled in some other manner. A director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the predecessor in office.
For any cooperative association that has 2,500 or more employees employed worldwide, the articles of incorporation or the bylaws must specify that two positions on the board of directors must be reserved for persons who are, at the time of their holding such a position, nonsupervisory or nonmanagerial employees of the corporation, who must be selected by a majority vote held among the corporation's nonsupervisory and nonmanagerial employees acting as a body. Directors who are nonsupervisory and nonmanagerial employees of the corporation may not vote on any resolution pertaining to the setting of wages and employee benefits or other terms or conditions of employment related to nonsupervisory or nonmanagerial employees of the corporation.
The number of directors of a corporation shall be not less than three and shall be fixed by the bylaws: PROVIDED, That the number of the first board of directors shall be fixed by the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director. In the absence of a bylaw fixing the number of directors, the number shall be the same as that stated in the articles of incorporation.
The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for the terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which he or she is elected or appointed and until his or her successor shall have been elected or appointed and qualified.
For any consumer cooperative that has 2,500 or more employees employed worldwide, the articles of incorporation or the bylaws must specify that two positions on the board of directors must be reserved for persons who are, at the time of their holding such a position, nonsupervisory or nonmanagerial employees of the corporation, who must be selected by a majority vote held among the corporation's nonsupervisory and nonmanagerial employees acting as a body. Directors who are nonsupervisory and nonmanagerial employees of the corporation may not vote on any resolution pertaining to the setting of wages and employee benefits or other terms or conditions of employment related to nonsupervisory or nonmanagerial employees of the corporation.
A director may be removed from office pursuant to any procedure therefor provided in the articles of incorporation.