2017 Revised Code of Washington
Title 23B - WASHINGTON BUSINESS CORPORATION ACT
23B.10 Amendment of articles of incorporation and bylaws.
23B.10.020 Amendment of articles of incorporation by board of directors.
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.]
