Washington Code 24.03A.565 – Board quorum and voting requirements
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(1) Except as provided in subsection (2) or (3) of this section, the articles, or the bylaws, a quorum of the board consists of a majority of the directors in office before a meeting begins.
Terms Used In Washington Code 24.03A.565
- 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.
- Quorum: The number of legislators that must be present to do business.
(2) The articles or bylaws may authorize a quorum of the board to consist of no fewer than one-third of the number of directors in office.
(3) A quorum shall not be present at any time during a meeting unless a majority of the directors present are at least 18 years of age.
(4) If a quorum is present when a vote is taken, then the affirmative vote of a majority of directors present is the act of the board unless a greater vote is required by the articles or bylaws or this chapter.
(5) No proxy for a director, however appointed, may:
(a) Participate in any vote of the board or of any board committee;
(b) Be counted for the purpose of determining whether a quorum is present at a meeting; or
(c) Execute any written consent on behalf of the director.
(6) A director who is present at a meeting of the board when corporate action is taken is considered to have assented to the action taken unless:
(a) The director objects at the beginning of the meeting or promptly upon arrival to holding it or transacting business at the meeting;
(b) The director dissents or abstains from the action; or
(c) The director delivers notice in the form of a record of the director’s dissent or abstention to the president or secretary of the corporation or another officer of the corporation designated in the bylaws before or during the meeting or before the approval of the minutes of the meeting.
(7) The right of dissent or abstention is not available to a director who votes in favor of the action taken.
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.