Washington § 23B.10.200 - Amendment of bylaws by board of directors or shareholders.

Full text of Washington Revised Code of Washington § 23B.10.200 — Amendment of bylaws by board of directors or shareholders., with citation guidance and answers to common questions.

§ 23B.10.200. Amendment of bylaws by board of directors or shareholders.

(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 incorporation or a shareholders' agreement authorized by RCW 23B.07.320, or pursuant to RCW 23B.10.205, 23B.10.210, or any other provision of this title; or
(b) The shareholders, in amending, repealing, or adopting a particular bylaw under subsection (2) of this section, provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation's shareholders, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, even though the bylaws may also be amended or repealed, or new bylaws may also be adopted, by its board of directors.
[ 2011 c 328 s 3; 2009 c 189 s 35; 2007 c 467 s 7; 1989 c 165 s 129.]

Notes

*Reviser's note: RCW 23B.02.060 was amended by 2020 c 194 s 3, changing subsection (4) to subsection (2).

Source: official Washington text · Last verified 2026-08-27

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Frequently Asked Questions About Washington § 23B.10.200

What does Revised Code of Washington § 23B.10.200 cover?

Section 23B.10.200 ("Amendment of bylaws by board of directors or shareholders.") is part of the Revised Code of Washington, the codified statutory law of Washington. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.

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