Every corporation is allowed to make amendments to its articles of incorporation whenever it wants to add or change provisions that are required or allowed in the articles of incorporation and to even delete a provision that is not needed in the articles of incorporation. To determine whether any provisions are in fact required or even permitted in the articles of incorporation, the corporation needs to look at the effective date of amendment.
The board of directors of a corporation is authorized to adopt one or several amendments to the articles of incorporation of the corporation, unless otherwise stated or provided in the articles of incorporation. In fact, there may, under certain circumstances, be no need to have any shareholder action. However, under certain circumstances, the amendments to the articles of incorporation may be amended by the board of directors and also the shareholder.
Sometimes, the corporation may not have issued shares and so its board of directors or incorporators, in case initial directors have still not been named in the articles of incorporation and are not as yet elected, can still adopt one or several amendments to the articles of incorporation. Nevertheless, when a corporation is making amendments to its articles of incorporation, it must deliver to the secretary of state for filing
articles of amendment and therein spell out things such as name of the corporation, text of all amendments adopted, and in case the amendment means exchanging, reclassifying or canceling issued shares, then provisions to implement the amendment shall also be given, if they are not contained in the amendments. In addition, the corporation must provide the date on which each amendment was adopted.
In other cases, the corporation can make amendments to its articles of incorporation without the board of directors or shareholders taking action, though only when the plan is to reorganize the corporation which has been ordered or decreed by any court of the land under federal statue, though only when the articles of incorporation after having been amended contain only provisions permitted or required by RCW 23B.02.020.
The effect of making amendments to the articles of incorporation is that such amendment(s) won't affect a cause of action that exists against or even in favor of the corporation, or to any proceeding to which the corporation is a party, or the existing rights of persons who are not shareholders of the corporation. Also, when an amendment results in a change to the name of the corporation it does not abate a proceeding brought by or against the corporation in its previous name.
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