Washington Code 24.03A.645 – Amendment of articles by nonmembership corporation
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(1) Except as provided in the articles, the board of a nonmembership corporation may adopt amendments to the corporation’s articles by the vote of a majority of the directors in office.
Terms Used In Washington Code 24.03A.645
- 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.
(2) Except as provided in subsection (3) of this section, an amendment adopted by the board under this subsection must also be approved, if the amendment changes or deletes a provision regarding the appointment of a director by persons other than the board, by those persons as if they constituted a voting group.
(3) Unless the articles provide otherwise, the board of a nonmembership corporation may adopt amendments to the corporation’s articles without approval of any of the other persons identified in subsection (2) of this section to:
(a) Extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) Delete the names and addresses of the initial directors;
(c) Notwithstanding RCW 24.03A.100(1), delete the name of each incorporator and 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; and
(d) Restate without change all of the then operative provisions of the articles.
NOTES:
Effective date—2021 c 176: See note following RCW 24.03A.005.