WASHINGTON STATUTES AND CODES

23B.10.210 - Bylaw increasing quorum or voting requirements for directors.

Bylaw increasing quorum or voting requirements for directors.

(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:

     (a) If originally adopted by the shareholders, only by the shareholders; or

     (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

     (2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

     (3) If the corporation is a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the quorum requirement and be approved by the vote required for approval under the quorum and voting requirement then in effect.

     (4) If the corporation is not a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be approved by the same vote required for approval under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

[2009 c 189 § 37; 1989 c 165 § 130.]