RCW 23B.08.240
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/wa/title-23b/chapter-23b-08/23b-08-240·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)Unless the articles of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this title, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
(2)Notwithstanding subsection
(1)of this section, a quorum of the board of directors specified in or fixed in accordance with the articles of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(3)If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this title.
(4)A director who is present at a meeting of the board of directors or a committee when corporate action is approved is deemed to have assented to the corporate action unless:
(a)The director objects at the beginning of the meeting, or promptly upon the director's arrival, to holding it or transacting business at the meeting;
(b)the director's dissent or abstention as to the corporate action is entered in the minutes of the meeting; or
(c)the director delivers written notice of the director's dissent or abstention as to the corporate action to the presiding officer of the meeting before adjournment or to the corporation within a reasonable time after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the corporate action.
[ 2024 c 22 s 18 ; 2020 c 57 s 61 ; 2009 c 189 s 26 ; 2002 c 297 s 31 ; 1991 c 72 s 35 ; 1989 c 165 s 95 .]