Washington State

Office of the Attorney General

Attorney General

Bob Ferguson

AGO 2003 NO. 4 >

1.  The Washington State Health Insurance Pool is an entity created by statute for specified state purposes and lacks the authority to assume the form of a non-profit corporation.  2.  The Washington State Health Insurance Pool cannot effectively, through amending its plan of operation and obtaining the approval of the Insurance Commissioner, change the extent to which its board members, officers, or employees are liable for their actions.

AGO 1991 NO. 5 >

1.  The Open Public Meetings Act and public records provisions of the Public Disclosure Act apply to state agencies.  An organization or entity is a state agency for these purposes if it is the functional equivalent of a state agency. 2.  A four-part analysis is used to determine if an organization or entity is the functional equivalent of a state agency:  (1) whether the organization performs a governmental function; (2) the level of government funding; (3) the extent of government involvement or regulation; and (4) whether the organization was created by the government. 3.  The Small Business Export Finance Assistance Center is not the functional equivalent of a state agency under this four-part analysis.  Therefore, the Center is not subject to the Open Public Meetings Act or the public records provisions of the Public Disclosure Act.

AGO 1971 NO. 6 >

The provisions of RCW 29.79.490 (6) are applicable to a corporation whose principal office is, or a majority of whose members or stockholders have their residence outside, the state of Washington, even though such corporation may possess a certificate of authority to transact business within the state of Washington under RCW 23A.32.020.

AGO 1978 NO. 9 >

Although a bona fide charitable or nonprofit organization organized primarily for purposes other than the conduct of gambling activities may, under the circumstances set forth in RCW 9.46.030(3), conduct bingo, raffles and amusement games without obtaining a license from the State Gambling Commission to do so, that organization may not lawfully conduct a "fund-raising event" as defined in RCW 9.46.020(23) without obtaining such a license.

AGO 1965 NO. 9 >

A corporation which is a contractor on a public works project for a municipality in the state of Washington may not employ its nonresident shareholders on such work in excess of the percentages of nonresident employees permitted by RCW 39.16.010.

AGLO 1974 NO. 10 >

If a firm of professional engineers incorporates in order to practice that profession as a professional service corporation under the provisions of chapter 122, Laws of 1969 (now codified as chapter 18.100 RCW), it is nevertheless still required to comply with the various registration and filing requirements of RCW 18.43.130 (8) in order to engage in the corporate practice of engineering in this state.

AGO 1968 NO. 13 >

In the absence of a contrary provision in the corporate articles or bylaws, the president of a domestic corporation to which the provisions of Title 23A RCW apply, may concurrently hold any other office in the same corporation except the office of secretary; conversely, under such circumstances the secretary may hold any other office in the corporation except the office of president.

AGLO 1978 NO. 14 >

Under the provisions of RCW 23A.40.075 and related statutes, the Secretary of State does not have the legal authority to exercise discretion and restore the privilege of doing business to a corporation which has failed to acquire an annual license fee for three years and which has failed to reinstate within the following two years.

AGLO 1980 NO. 18 >

(1) It is not permissible for a professional services corporation organized under chapter 18.100 RCW for the purpose of providing medical services to admit as a shareholder a non-physician health care professional such as a psychologist or midwife who is licensed under applicable provisions of the Revised Code of Washington.

AGO 1993 NO. 18 >

1.  Institutions of higher education have the authority to enter into contracts deemed essential to the institution and to accept and solicit gifts.  If there is consideration flowing to the institution, it has the authority to provide goods and services to a private nonprofit organization, including the use of institution employees to solicit gifts, in exchange for fund-raising and other assistance from the organization. 2.  The statute of frauds, RCW 19.36.010, provides that any agreement not to be performed in one year from the making thereof shall be void.  Thus, any agreement between an institution of higher education and a nonprofit organization should be in writing if it is not to be performed in one year.