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:

Terms Used In Washington Code 23B.10.020

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(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 stock split of, or change the number of authorized shares of that class in proportion to a forward stock split of, or share dividend in, the corporation’s outstanding shares; or
(b) Effect a reverse stock split of the corporation’s outstanding shares if the number of authorized shares of that class is proportionately reduced by the amendment;
(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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