{"data":{"id":"us-wa/rcw-23b.08.240","jurisdiction":"us-wa","citation":"RCW 23B.08.240","heading":"Quorum and voting.","body":"(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.\n(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.\n(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.\n(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.","path":["Title 23B","Chapter 23B.08"],"source_url":"https://app.leg.wa.gov/rcw/default.aspx?cite=23B.08.240","current_through":"July 15, 2026","vintage":"","retrieved_at":"2026-09-06T01:38:21Z","sha256":"1a31e869e5ae78193ff9375588e68e660f3f790aec9a77b32c64625127459e77","source_id":"us-wa","stale":false,"prev":"us-wa/rcw-23b.08.230","next":"us-wa/rcw-23b.08.245"},"notice":"GroundRules: Original legal text. Not legal advice."}