RCW 23B.10.020Amendment of articles of incorporation by board of directors.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, 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 s 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.[ 2023 c 432 s 4; 2009 c 189 s 31; 2003 c 35 s 3; 1989 c 165 s 121.]
Washington Legal Code