reglab/housing_qa huggingface dataset:
WA Rev Code § 23B.08.090 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.090 - Removal of directors by judicial proceeding.

RCW 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 a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least ten percent of the outstanding shares of any class if the court finds that (a) the director engaged in fraudulent or dishonest conduct with respect to the corporation, and (b) removal is in the best interest of the corporation.(2) The court that removes a director may bar the director from reelection for a period prescribed by the court.(3) If shareholders commence a proceeding under subsection (1) of this section, they shall make the corporation a party defendant.[ 1989 c 165 § 88.]
WA Rev Code § 23B.08.100 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.100 - Vacancy on board of directors.

RCW 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 the number of directors:(a) The shareholders may fill the vacancy;(b) The board of directors may fill the vacancy; or(c) If the directors in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors in office.(2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy, if it is filled by the shareholders, and only the directors elected by that voting group are entitled to fill the vacancy if it is filled by the directors.(3) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under RCW 23B.08.070(2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.[ 2007 c 467 § 4; 1989 c 165 § 89.]
WA Rev Code § 23B.08.110 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.110 - Compensation of directors.

RCW 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.]
WA Rev Code § 23B.08.200 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.200 - Regular or special meetings of the board.

RCW 23B.08.200 Regular or special meetings 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 provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating can hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.[ 1989 c 165 § 91.]
WA Rev Code § 23B.08.210 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.210 - Corporate action without meeting.

RCW 23B.08.210 Corporate action without meeting.(1) Unless the articles of incorporation or bylaws provide otherwise, corporate action required or permitted by this title to be approved at a board of directors' meeting may be approved without a meeting if the corporate action is approved by all members of the board. The approval of the corporate action must be evidenced by one or more written consents describing the corporate action being approved, executed by each director either before or after the corporate action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.(2) A written consent in the form of an electronic transmission will be deemed to have been executed by a director if it indicates the director's present intent to approve the corporate action and contains or is accompanied by information from which the corporation can determine that the electronic transmission was transmitted by the director and the date on which the director transmitted the electronic transmission.(3) Corporate action is approved under this section when the last director executes the consent.(4) A consent under this section has the effect of a meeting vote and may be described as such in any document.[ 2021 c 84 § 5; 2020 c 57 § 59; 2009 c 189 § 24; 2002 c 297 § 29; 1989 c 165 § 92.]
WA Rev Code § 23B.08.220 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.220 - Notice of meeting.

RCW 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, time, place, or purpose of the meeting.(2) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.[ 1989 c 165 § 93.]
WA Rev Code § 23B.08.230 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.230 - Waiver of notice.

RCW 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 in the notice, and such waiver shall be equivalent to the giving of such notice. Except as provided by subsection (2) of this section, the waiver must be in writing, executed by the director entitled to the notice, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.(2) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director's arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any corporate action approved at the meeting.[ 2020 c 57 § 60; 2009 c 189 § 25; 2002 c 297 § 30; 1989 c 165 § 94.]
WA Rev Code § 23B.08.240 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.240 - Quorum and voting.

RCW 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 of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(2) Notwithstanding subsection (1) of this section, a quorum of a board of directors may in no event be less than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.(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.(4) A director who is present at a meeting of the board of directors 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.[ 2020 c 57 § 61; 2009 c 189 § 26; 2002 c 297 § 31; 1991 c 72 § 35; 1989 c 165 § 95.]
WA Rev Code § 23B.08.245 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.245 - Corporate action—Vote of shareholders.

RCW 23B.08.245 Corporate action—Vote of shareholders.A corporation may agree to submit a corporate action to a vote of its shareholders whether or not the board of directors determines at any time subsequent to approving such a corporate action that it no longer recommends the corporate action.[ 2011 c 328 § 4.]
WA Rev Code § 23B.08.250 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.250 - Committees.

RCW 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 have two or more members, who serve at the pleasure of the board of directors.(2) The creation of a committee and appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when the creation of the committee is approved or (b) the number of directors required by the articles of incorporation or bylaws to approve the creation of the committee under RCW 23B.08.240.(3) RCW 23B.08.200 through 23B.08.240, which govern meetings, approval of corporate action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.(4) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under RCW 23B.08.010.(5) A committee may not, however:(a) Approve a distribution except according to a general formula or method prescribed by the board of directors;(b) Approve or propose to shareholders corporate action that this title requires be approved by shareholders;(c) Fill vacancies on the board of directors or on any of its committees;(d) Amend articles of incorporation pursuant to RCW 23B.10.020;(e) Adopt, amend, or repeal bylaws;(f) Approve a plan of merger not requiring shareholder approval; or(g) Approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation to do so within limits specifically prescribed by the board of directors.(6) The creation of, delegation of authority to, or approval of corporate action by a committee does not alone constitute compliance by a director with the standards of conduct described in RCW 23B.08.300.[ 2009 c 189 § 27; 1989 c 165 § 96.]
WA Rev Code § 23B.08.300 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.300 - General standards for directors.

RCW 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 an ordinarily prudent person in a like position would exercise under similar circumstances; and(c) In a manner the director reasonably believes to be in the best interests of the corporation.(2) In discharging the duties of a director, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(a) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;(b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or(c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.(3) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.(4) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section.[ 1989 c 165 § 97.]
WA Rev Code § 23B.08.310 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.310 - Liability for unlawful distributions.

RCW 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 to the corporation for the amount of the distribution that exceeds the amount that could have been distributed without violating RCW 23B.06.400 or the articles of incorporation if it is established that the director did not perform the director's duties in compliance with RCW 23B.08.300. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.(2) A director held liable under subsection (1) of this section for an unlawful distribution is entitled to contribution:(a) From every other director who could be held liable under subsection (1) of this section for the unlawful distribution; and(b) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of RCW 23B.06.400 or the articles of incorporation.(3) A shareholder who accepts a distribution made in violation of RCW 23B.06.400 or the articles of incorporation is personally liable to the corporation for the amount of any distribution received by the shareholder to the extent it exceeds the amount that could have been distributed to the shareholder without violating RCW 23B.06.400 or the articles of incorporation, if it is established that the shareholder accepted the distribution knowing that it was made in violation of RCW 23B.06.400 or the articles of incorporation.(4) A shareholder held liable under subsection (3) of this section for an unlawful distribution is entitled to contribution from every other shareholder who could be held liable under subsection (3) of this section for the unlawful distribution.(5) A proceeding under this section is barred unless it is commenced prior to the earlier of (a) the expiration of two years after the date on which the effect of the distribution was measured under RCW 23B.06.400(4), or (b) the expiration of the survival period specified in RCW 23B.14.340.[ 2006 c 52 § 3; 1989 c 165 § 98.]
WA Rev Code § 23B.08.320 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.320 - Limitation on liability of directors.

RCW 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 its shareholders for monetary damages for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.[ 1989 c 165 § 99.]
WA Rev Code § 23B.08.400 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.400 - Officers.

RCW 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 appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.(3) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.(4) The same individual may simultaneously hold more than one office in a corporation.[ 1989 c 165 § 100.]
WA Rev Code § 23B.08.410 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.410 - Duties of officers.

RCW 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 prescribed by the board of directors or by an officer authorized by the board of directors to prescribe the duties of other officers.[ 1989 c 165 § 101.]
WA Rev Code § 23B.08.420 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.420 - Standards of conduct for officers.

RCW 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 person in a like position would exercise under similar circumstances; and(c) In a manner the officer reasonably believes to be in the best interests of the corporation.(2) In discharging the officer's duties, the officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:(a) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or(b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section.[ 1989 c 165 § 102.]
WA Rev Code § 23B.08.430 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.430 - Resignation and removal of officers.

RCW 23B.08.430 Resignation and removal of officers.(1) An officer may resign at any time by delivering a written notice to the board of directors, its chairperson, or to the appointing officer or the secretary of the corporation. A resignation is effective as provided in RCW 23B.01.410(9) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.(2) The board of directors may remove any officer at any time with or without cause. An officer or assistant officer may be removed by:(a) An appointing officer at any time with or without cause, unless the bylaws or the board of directors provide otherwise; or(b) Any other officer if authorized by the bylaws or the board of directors.(3) In this section, "appointing officer" means the officer, including any successor to that officer, who appointed the officer resigning or being removed.[ 2020 c 57 § 62; 1989 c 165 § 103.]
WA Rev Code § 23B.08.440 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.440 - Contract rights of officers.

RCW 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, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.[ 1989 c 165 § 104.]
WA Rev Code § 23B.08.500 (2021)
2021 Revised Code of Washington|Title 23B - Washington Business Corporation Act|Chapter 23B.08 - Directors and Officers.|23B.08.500 - Indemnification definitions.

RCW 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 in which the predecessor's existence ceased upon the effective date of the transaction.(2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.(3) "Expenses" include counsel fees.(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine, including an excise tax assessed with respect to an employee benefit plan, or reasonable expenses incurred with respect to a proceeding.(5) "Official capacity" means: (a) When used with respect to a director, the office of director in a corporation; and (b) when used with respect to an individual other than a director, as contemplated in RCW 23B.08.570, the office in a corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.(6) "Party" includes an individual who was, is, or is threatened to be made a named defendant or respondent in a proceeding.(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.[ 2009 c 189 § 28; 1989 c 165 § 105.]