23B.10.020 - Amendment of articles of incorporation by board of directors. - Washington Statutes

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.]