In Washington state, the Unanimous Action of Shareholders Increasing the Number of Directors refers to a legal provision that allows shareholders to collectively decide to increase the number of directors on a company's board through a unanimous agreement. This action is a significant step that can impact the governance structure of a corporation and its decision-making processes. The Washington Business Corporation Act (BCA) governs this provision and sets forth specific requirements for shareholders to take unanimous action effectively. Key elements include unanimous consent, proper documentation, and compliance with statutory regulations. Under the BCA, there are two main types of unanimous actions that shareholders can take to increase the number of directors: 1. Ordinary Unanimous Action: This type of unanimous action involves all shareholders collectively agreeing to increase the number of directors by adopting a resolution. To accomplish this, shareholders need to formally meet and document their consent through minutes or written agreements. The resolution should outline the specific number of directors to be added and any related provisions, such as term duration or qualifications. 2. Unanimous Written Consent: Another method available to shareholders is unanimous written consent. This allows shareholders to bypass a physical meeting by signing a written document that clearly states their agreement to increase the number of directors. The document must be signed by all shareholders and included in the corporation's records. Both types of unanimous actions require careful adherence to legal procedures. It is crucial for shareholders to understand their rights and responsibilities, seek legal guidance if needed, and ensure compliance with the BCA and the corporation's bylaws. Increasing the number of directors can have significant implications for a corporation. It can bring fresh perspectives, diverse expertise, and a wider pool of talent to the board. Additionally, a larger board can enhance board committees' effectiveness and provide better oversight and decision-making capabilities. However, it is essential to consider potential challenges that may arise from increasing the number of directors. These include ensuring effective communication and collaboration among an expanded board, potential conflicts of interest, and increased administrative tasks associated with managing a larger board. In summary, the Washington Unanimous Action of Shareholders Increasing the Number of Directors is a legally significant provision that enables shareholders to collectively and unanimously increase the number of directors in a corporation. The BCA outlines the procedures, requirements, and potential impact of such actions. By following the proper legal procedures and seeking professional guidance if necessary, shareholders can effectively shape the governance and direction of their corporation.