Washington State Corporate Bylaws
Washington State corporate bylaws determine the rules, processes, and organizational structure of a corporation. The bylaws formalize your corporation’s decision-making processes and powers. Your corporate bylaws should include policies for appointing directors and officers, holding board and shareholder meetings, and handling conflicts of interest, as well as other important situations.
Unlike the Washington Articles of Incorporation, corporate bylaws are internal documents that are not filed with the Secretary of State’s office. However, all Washington State corporations must adopt bylaws. To make preparing your bylaws easier, Northwest provides a free, attorney-drafted corporate bylaws template, specific to Washington State corporations.
Why do I need corporate bylaws?
Bylaws are the legal backbone of a corporation, and every legitimate Washington State corporation needs them. Here’s why.
1. Corporate bylaws are legally required in Washington State.
According to Washington Rev Code § 23B.02.060 (2019), either the incorporators or board of directors for a corporation must adopt bylaws. Usually the board of directors will adopt initial bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws put your corporation’s rules and structure into writing. This includes the number of directors and officers your corporation has and what their powers are, as well as when and where shareholder and board meetings will be held and how voting will work.
In case of a dispute between members of your corporation, your bylaws will help you settle things quickly and fairly.
3. Corporate bylaws prove that your business is a legitimate corporation.
Adopting corporate bylaws demonstrates to others that you take your business seriously. Investors and landlords will look at your bylaws to make sure your corporation follows rules. Bylaws are also required to open a corporate bank account—an essential step in maintaining limited liability.
In addition, following the rules and procedures in your bylaws helps you demonstrate that your company is a distinct legal entity. If your corporation is ever taken to court, your bylaws will be an essential weapon for reinforcing your limited liability protection.
What is included in Washington State Corporate Bylaws?
Washington State corporate bylaws should cover your corporation’s policies for all important issues, including company finances and management. You can include almost any provision in your bylaws that doesn’t contradict Washington law, but you should definitely cover the following subjects:
- Directors and officers
- Amendments and emergencies
WA Rev Code § 23B.02.060 (2019) states that your bylaws can include any rule that doesn’t unlawfully limit the board of directors’ authority or contradict the law, the Articles of Incorporation, or a shareholder’s agreement.
Additionally, in Washington State you must include how many directors you will have (or how the number of directors will be fixed) in either your Articles of Incorporation or your corporate bylaws—per WA Rev Code § 23B.08.030 (2019).
Who prepares the bylaws?
In Washington State, either the incorporators or the board of directors can prepare the bylaws, usually with guidance from a lawyer. Northwest offers a free, attorney-drafted corporate bylaws template that is customized for Washington State corporations.
Are corporate bylaws legally binding?
Yes. Directors, officers, and shareholders have a legal obligation to abide by the corporate bylaws. Violating corporate bylaws puts your corporation at risk of losing its limited liability status.
Are bylaws filed with the state of Washington?
No, you aren’t required to file your corporate bylaws with the Washington Secretary of State. Instead, you will keep your bylaws on file with your corporation’s other documents, such as meetings minutes and resolutions.
Do bylaws need to be signed?
Not always. Technically a board of directors could adopt bylaws without signatures. However, we at Northwest recommend that all directors and officers sign your bylaws to signal that everyone in your corporation supports your policies.
How do I amend my bylaws in Washington state?
Generally, the rules for amending bylaws will be written into the bylaws themselves. For instance, there may be a rule in your bylaws stating that your board of directors needs a two-thirds majority of votes to approve an amendment.
According to WA Rev Code § 23B.10.200 (2019), the board of directors may amend bylaws, except in cases where the Articles of Incorporation or a shareholder’s agreement states that only shareholders may amend bylaws.