RCW 23B.10.020
Amendment of articles of incorporation by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder approval:
(1) If the corporation has only one class of shares outstanding, to provide, change, or eliminate any provision with respect to the par value of any class of shares;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(4) If the corporation has only one class of shares outstanding, solely to:
(a) Effect a forward split of, or change the number of authorized shares of that class in proportion to a forward split of, or stock dividend in, the corporation's outstanding shares; or
(b) Effect a reverse split of the corporation's outstanding shares and the number of authorized shares of that class in the same proportions;
(5) To change the corporate name; or
(6) To make any other change expressly permitted by this title to be made without shareholder approval.
[ 2009 c 189 § 31; 2003 c 35 § 3; 1989 c 165 § 121.]
Structure Revised Code of Washington
Title 23B - Washington Business Corporation Act
Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws.
23B.10.010 - Authority to amend articles of incorporation.
23B.10.012 - Certificate of authority as insurance company—Filing of records.
23B.10.020 - Amendment of articles of incorporation by board of directors.
23B.10.030 - Amendment of articles of incorporation by board of directors and shareholders.
23B.10.040 - Voting on amendments to articles of incorporation by voting groups.
23B.10.050 - Amendment of articles of incorporation before issuance of shares.
23B.10.060 - Articles of amendment.
23B.10.070 - Restated articles of incorporation.
23B.10.080 - Amendment of articles of incorporation pursuant to reorganization.
23B.10.090 - Effect of amendment of articles of incorporation.
23B.10.200 - Amendment of bylaws by board of directors or shareholders.
23B.10.205 - Amendment of bylaws—Election of directors.
23B.10.210 - Bylaw increasing quorum or voting requirements for directors.