Revised Code of Washington - RCW Title 23B Washington Business Corporation Act - Chapter 23B.08 Directors And Officers

• 23B.08.010 Requirement for and duties of board of directors
  (1) Except as provided in subsection (3) of this section, each corporation must have a board of directors. (2) All corporate powers shall be exercised ...
• 23B.08.020 Qualifications of directors
  The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of ...
• 23B.08.030 Number and election of directors
  (1) A board of directors must consist of one or more individuals, with the number specified in or fixed in accordance with the articles of ...
• 23B.08.040 Election of directors by certain classes or series of shares
  If the articles of incorporation authorize dividing the shares into classes or series, the articles may also authorize the election of all or a specified ...
• 23B.08.050 Terms of directors -- Generally
  (1) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) The terms of ...
• 23B.08.060 Staggered terms for directors
  (1) The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, ...
• 23B.08.070 Resignation of directors
  (1) A director may resign at any time by delivering notice in the form of an executed resignation to the board of directors, its chairperson, ...
• 23B.08.080 Removal of directors by shareholders
  (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only ...
• 23B.08.090 Removal of directors by judicial proceeding
  (1) The superior court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may remove ...
• 23B.08.100 Vacancy on board of directors
  (1) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in ...
• 23B.08.110 Compensation of directors
  Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.[1989 c 165 § 90.] ...
• 23B.08.200 Meetings and action of the board
  (1) The board of directors may hold regular or special meetings in or out of this state. (2) Unless the articles of incorporation or bylaws ...
• 23B.08.210 Action without meeting
  (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this title to be taken at a board of directors' ...
• 23B.08.220 Notice of meeting
  (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, ...
• 23B.08.230 Waiver of notice
  (1) A director may waive any notice required by this title, the articles of incorporation, or bylaws before or after the date and time stated ...
• 23B.08.240 Quorum and voting
  (1) Unless the articles of incorporation or bylaws require a greater or lesser number, a quorum of a board of directors consists of a majority ...
• 23B.08.250 Committees
  (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees of directors. Each committee must ...
• 23B.08.300 General standards for directors
  (1) A director shall discharge the duties of a director, including duties as member of a committee: (a) In good faith; (b) With the care ...
• 23B.08.310 Liability for unlawful distributions
  (1) A director who votes for or assents to a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable ...
• 23B.08.320 Limitation on liability of directors
  The articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or ...
• 23B.08.400 Officers
  (1) A corporation has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (2) A duly ...
• 23B.08.410 Duties of officers
  Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties ...
• 23B.08.420 Standards of conduct for officers
  (1) An officer with discretionary authority shall discharge the officer's duties under that authority: (a) In good faith; (b) With the care an ordinarily prudent ...
• 23B.08.430 Resignation and removal of officers
  (1) An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the ...
• 23B.08.440 Contract rights of officers
  (1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, ...
• 23B.08.500 Indemnification definitions
  For purposes of RCW 23B.08.510 through 23B.08.600: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction ...
• 23B.08.510 Authority to indemnify
  (1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding because the individual ...
• 23B.08.520 Mandatory indemnification
  Unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense ...
• 23B.08.530 Advance for expenses
  (1) A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of ...
• 23B.08.540 Court-ordered indemnification
  Unless a corporation's articles of incorporation provide otherwise, a director of a corporation who is a party to a proceeding may apply for indemnification or ...
• 23B.08.550 Determination and authorization of indemnification
  (1) A corporation may not indemnify a director under RCW 23B.08.510 unless authorized in the specific case after a determination has been made that indemnification ...
• 23B.08.560 Shareholder authorized indemnification and advancement of expenses
  (1) If authorized by the articles of incorporation, a bylaw adopted or ratified by the shareholders, or a resolution adopted or ratified, before or after ...
• 23B.08.570 Indemnification of officers, employees, and agents
  Unless a corporation's articles of incorporation provide otherwise: (1) An officer of the corporation who is not a director is entitled to mandatory indemnification under ...
• 23B.08.580 Insurance
  A corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, ...
• 23B.08.590 Validity of indemnification or advance for expenses
  (1) A provision treating a corporation's indemnification of or advance for expenses to directors that is contained in its articles of incorporation, bylaws, a resolution ...
• 23B.08.600 Report to shareholders
  If a corporation indemnifies or advances expenses to a director under RCW 23B.08.510, 23B.08.520, 23B.08.530, 23B.08.540, or 23B.08.560 in connection with a proceeding by or ...
• 23B.08.700 Definitions
  For purposes of RCW 23B.08.710 through 23B.08.730: (1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting ...
• 23B.08.710 Judicial action
  (1) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which ...
• 23B.08.720 Directors' action
  (1) Directors' action respecting a transaction is effective for purposes of RCW 23B.08.710(2)(a) if the transaction received the affirmative vote of a majority, but no ...
• 23B.08.730 Shareholders' action
  (1) Shareholders' action respecting a transaction is effective for purposes of RCW 23B.08.710(2)(b) if a majority of the votes entitled to be cast by the ...

Last modified: April 7, 2009