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

WA Rev Code § 23B.10.020 (2019) (N/A)

Copy with citation

Copy as parenthetical citation

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.]

Previous Section

23B.10.012 Certificate of authority as insurance company—Filing of records.

Next Section

23B.10.030 Amendment of articles of incorporation by board of directors and shareholders.