§ 23B.10.020 — Amendment of articles of incorporation by board of directors.

Washington § 23B.10.020

• Jurisdiction: Washington
• Title 23B: WASHINGTON BUSINESS CORPORATION ACT
• Ch. 23B.10: AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS

Text

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 stock split of, or change the number of authorized shares of that class in proportion to a forward stock split of, or share dividend in, the corporation's outstanding shares; or

(b) Effect a reverse stock split of the corporation's outstanding shares if the number of authorized shares of that class is proportionately reduced by the amendment;

(5) To change the corporate name; or

(6) To make any other change expressly permitted by this title to be made without shareholder approval.

Legislative History

[2023 c 432 s 4;2009 c 189 s 31;2003 c 35 s 3;1989 c 165 s 121.]