23B.10.012  <<  23B.10.020 >>   23B.10.030

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.
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