A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, shall constitute a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws: PROVIDED, That a quorum shall never consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.

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Terms Used In Washington Code 24.06.140

  • Articles of incorporation: includes the original articles of incorporation and all amendments thereto, and includes articles of merger. See Washington Code 24.06.005
  • Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which such group is designated. See Washington Code 24.06.005
  • Bylaws: means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Washington Code 24.06.005
  • Quorum: The number of legislators that must be present to do business.