(1) Shares
entitled to vote as a separate voting group may approve a
corporate action at a meeting only if a quorum of those shares
exists with respect to that corporate action. Unless the
articles of incorporation or this title provide otherwise, a
majority of the votes entitled to be cast on the corporate action
by the voting group constitutes a quorum of that voting group for
approval of that corporate action.
(2) Once a share is represented for any purpose at a meeting
other than solely to object to holding the meeting or transacting
business at the meeting, it is deemed present for quorum purposes
for the remainder of the meeting and for any adjournment of that
meeting unless a new record date is or must be set for that
adjourned meeting.
(3) If a quorum exists, a corporate action, other than the
election of directors, is approved by a voting group if the votes
cast within the voting group favoring the corporate action exceed
the votes cast within the voting group opposing the corporate
action, unless the articles of incorporation or this title
require a greater number of affirmative votes.
(4) An amendment of articles of incorporation adding,
changing, or deleting either (i) [(a)] a quorum for a voting
group greater or lesser than specified in subsection (1) of this
section, or (ii) [(b)] a voting requirement for a voting group
greater than specified in subsection (3) of this section, is
governed by RCW 23B.07.270.
(5) The election of directors is governed by RCW 23B.07.280.
[2009 c 189 § 18; 1989 c 165 § 73.]