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Free Washington Corporate Bylaws Template

Corporate bylaws are the internal rules your Washington corporation runs on, and the statute lists more things they must not clash with than most states do. Document Genius walks you through each section and has yours ready to download in minutes.

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What Are Corporate Bylaws in Washington?

Corporate bylaws are the internal rules a Washington corporation adopts to govern itself. RCW 23B.02.060 covers them, within the Washington Business Corporation Act.

Most states test bylaws against two things: the law and the articles. Washington corporate bylaws face a longer list, and one item on it is an agreement the shareholders may have signed.

Washington Requirements for Corporate Bylaws

One subsection handles adoption. The next sets a four-part test.

Adoption

Subsection (1) provides that the incorporators or board of directors must adopt initial bylaws for the corporation.

The Four-Part Test

Subsection (2) permits any provision for managing the business and regulating the affairs of the corporation, but only to the extent the provision does not infringe upon or limit the exclusive authority of the board of directors under RCW 23B.08.010(2)(b), and does not otherwise conflict with the title or any other law, the articles of incorporation, or a shareholders’ agreement authorized by RCW 23B.07.320.

The Shareholders’ Agreement

That last item is the one to watch. A shareholders’ agreement under RCW 23B.07.320 sits above the bylaws, so a corporation with one in place has a third governing document to check against.

The Board’s Exclusive Authority

The first limb is different in kind. Rather than a conflict test, it protects a zone of board authority that bylaws may not infringe upon or limit at all.

Amendment

RCW 23B.10.200 lets the board amend or repeal bylaws except where the power is reserved exclusively to shareholders by the articles, by a shareholders’ agreement, or by other provisions of the title, or where shareholders expressly barred the board. Shareholders may act even though the board also can.

What Must Washington Bylaws Not Conflict With?

Four things, and the usual two are only half the answer. Subsection (2) names the title and any other law, the articles of incorporation, and a shareholders’ agreement, and separately protects the board’s exclusive authority.

The shareholders’ agreement is the item that trips people up. Corporations that signed one at formation often file it away and then draft bylaws years later without checking it.

Pull all three documents together before adopting. Reconciling them on the page is far cheaper than discovering the clash during a dispute.

Subsection numbering in RCW 23B.02.060 changed in 2020, when what used to be subsection (4) became subsection (2). Older memos and templates citing subsection (4) are pointing at the same rule under its former number.

How to Adopt Corporate Bylaws in Washington

Adopting Washington corporate bylaws is internal, with no filing to the Secretary of State.

  1. File your articles of incorporation to start the corporation.
  2. Gather any shareholders’ agreement made under RCW 23B.07.320 before you draft.
  3. Pick who adopts, since subsection (1) allows either the incorporators or the board.
  4. Draft the bylaws, taking meetings, quorum, directors, officers, and shares in turn.
  5. Run the four-part test in subsection (2) over the finished draft.
  6. Store the signed set with your corporate records and refresh it after amendments.