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AGO 1962 No. 179 - November 27, 1962
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John J. O'Connell | 1957-1968 | Attorney General of Washington


CORPORATIONS ‑- OFFICERS ‑- PRESIDENT CONCURRENTLY HOLDING OFFICE OF TREASURER.

The president of a domestic corporation, incorporated pursuant to the provisions of Title 23 RCW may not concurrently hold the office of treasurer of the same corporation.

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                                                               November 27, 1962

Honorable Victor A. Meyers
Secretary of State
Legislative Building
Olympia, Washington

                                                                                                              Cite as:  AGO 61-62 No. 179

Dear Sir:

            By letter previously acknowledged, you requested an opinion of this office on a question which we paraphrase as follows:

            May the president of a domestic corporation, incorporated pursuant to the provisions of Title 23 of the Revised Code of Washington, concurrently hold the office of treasurer in the same corporation?

            We answer your question in the negative.

                                                                     ANALYSIS

            RCW 23.01.330 reads in pertinent part as follows:

            "(1) The board of directors shall elect a president, a secretary and a treasurer, and may elect one or more vice presidents.  No one of said officers, except the president, need be a director, but a vice president who is not a director cannot succeed to or fill the office of president.  Any two of the offices of vice president, secretary and treasurer may be combined in one person."  (Emphasis supplied.)

            The ruleexpressio unius est exclusio alterius means that the expression of one thing is the exclusion of another.  Newblock v.  [[Orig. Op. Page 2]] Bowles, 170 Okla. 487, 40 P. (2d) 1097, 1100 (1935).

            In the case ofState ex rel. Atty. Gen. v. Seattle Gas Co., 28 Wash. 488, 501, 68 Pac. 946 (1902), our supreme court observed as follows:

            "'A statute, it has been said, is to be so construed, if possible, as to give sense and meaning to every part; and the maxim was never more applicable than when applied to the interpretation of a statute, that "Expressio unius est exclusio alterius." . . .'"

            Accordingly, since RCW 23.01.330 authorizes "any two of the offices of vice president, secretary and treasurer" to be combined in one person but does not mention the office of president, this office is of the opinion that under Title 23 RCW, a president of a corporation may not concurrently hold the office of treasurer in the same corporation.

            We trust the foregoing will be of assistance to you.

Very truly yours,

JOHN J. O'CONNELL
Attorney General

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