Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.10.010 Authority to amend articles of incorporation.
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(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted i…
RCW 23B.10.012 Certificate of authority as insurance company—Filing of records.
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For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed…
RCW 23B.10.020 Amendment of articles of incorporation by board of directors.
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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, cha…
RCW 23B.10.030 Amendment of articles of incorporation by board of directors and shareholders.
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If a corporation has issued shares, an amendment to the articles of incorporation, other than an amendment pursuant to RCW 23B.10.020, must be approved in the following manner:(1) The proposed amendment must first be approved by the board of directors.(2) Except as provided in RC…
RCW 23B.10.040 Voting on amendments to articles of incorporation by voting groups.
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(1) Except as otherwise required by subsection (3) of this section or otherwise permitted by subsection (4) of this section, the holders of the outstanding shares of a class or series are entitled to vote as a separate voting group on a proposed amendment if shareholder voting is…
RCW 23B.10.050 Amendment of articles of incorporation before issuance of shares.
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If a corporation has not yet issued shares, its board of directors, or incorporators if initial directors were not named in the articles of incorporation and have not been elected, may adopt one or more amendments to the corporation's articles of incorporation.[ 1989 c 165 s 124.…
RCW 23B.10.060 Articles of amendment.
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A corporation amending its articles of incorporation must deliver to the secretary of state for filing articles of amendment stating:(1) The name of the corporation;(2) The text of each amendment adopted;(3) If an amendment provides for an exchange, reclassification, or cancellat…
RCW 23B.10.070 Restated articles of incorporation.
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(1) Any officer of the corporation may restate its articles of incorporation at any time.(2) A restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment not requiring shareholder approval, it must be adopted by the b…
RCW 23B.10.080 Amendment of articles of incorporation pursuant to reorganization.
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(1) A corporation's articles of incorporation may be amended without approval by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amend…
RCW 23B.10.090 Effect of amendment of articles of incorporation.
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An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a cor…
RCW 23B.10.200 Amendment of bylaws by board of directors or shareholders.
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(1) A corporation's board of directors, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, except to the extent that:(a) This power is reserved exclusively to the shareholders pursuant to the articles of …
RCW 23B.10.205 Amendment of bylaws—Election of directors.
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(1) Unless the articles of incorporation specifically prohibit the adoption of a bylaw pursuant to this section or alter the vote specified in RCW 23B.07.280(4), or cumulative voting is authorized, a public company may elect in its bylaws to be governed in the election of directo…
RCW 23B.10.210 Bylaw increasing quorum or voting requirements for directors.
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(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…