reglab/statecodes huggingface dataset:
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
NOTES:
*Reviser's note: RCW 23B.06.400 was amended by 2022 c 42 § 103, changing subsection (4) to subsection (5).
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 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.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.510 - Authority to indemnify.

RCW 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 is or was a director against liability incurred in the proceeding if:
(a) The individual acted in good faith; and
(b) The individual reasonably believed:
(i) In the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests; and
(ii) In all other cases, that the individual's conduct was at least not opposed to its best interests; and
(c) In the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful.
(2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (1)(b)(ii) of this section.
(3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(b) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director.
(5) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
[ 1989 c 165 § 106.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.520 - Mandatory indemnification.

RCW 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 of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding.
[ 1989 c 165 § 107.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.530 - Advance for expenses.

RCW 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 final disposition of the proceeding if:
(a) The director delivers to the corporation an executed written affirmation of the director's good faith belief that the director has met the standard of conduct described in RCW 23B.08.510; and
(b) The director delivers to the corporation an executed written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct.
(2) The undertaking required by subsection (1)(b) of this section must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(3) Authorization of payments under this section may be made by provision in the articles of incorporation or bylaws, by resolution adopted by the shareholders or board of directors, or by contract.
[ 2020 c 57 § 63; 1989 c 165 § 108.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.540 - Court-ordered indemnification.

RCW 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 advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. On receipt of an application, the court after giving any notice the court considers necessary may order indemnification or advance of expenses if it determines:
(1) The director is entitled to mandatory indemnification under RCW 23B.08.520, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification;
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director met the standard of conduct set forth in RCW 23B.08.510 or was adjudged liable as described in RCW 23B.08.510(4), but if the director was adjudged so liable the director's indemnification is limited to reasonable expenses incurred unless the articles of incorporation or a bylaw, contract, or resolution approved or ratified by the shareholders pursuant to RCW 23B.08.560 provides otherwise; or
(3) In the case of an advance of expenses, the director is entitled pursuant to the articles of incorporation, bylaws, or any applicable resolution or contract, to payment or reimbursement of the director's reasonable expenses incurred as a party to the proceeding in advance of final disposition of the proceeding.
[ 1989 c 165 § 109.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.550 - Determination and authorization of indemnification.

RCW 23B.08.550
Determination and authorization of indemnification.
(1) A corporation may not indemnify a director under RCW 23B.08.510 unless approved in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in RCW 23B.08.510.
(2) The determination shall be made:
(a) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(b) If a quorum cannot be obtained under (a) of this subsection, by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;
(c) By special legal counsel:
(i) Selected by the board of directors or its committee in the manner prescribed in (a) or (b) of this subsection; or
(ii) If a quorum of the board of directors cannot be obtained under (a) of this subsection and a committee cannot be designated under (b) of this subsection, selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or
(d) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination.
(3) Approval of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, approval of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (2)(c) of this section to select counsel.
[ 2009 c 189 § 29; 1989 c 165 § 110.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.560 - Shareholder authorized indemnification and advancement of expenses.

RCW 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 the event, by the shareholders, a corporation shall have power to indemnify or agree to indemnify a director made a party to a proceeding, or obligate itself to advance or reimburse expenses incurred in a proceeding, without regard to the limitations in RCW 23B.08.510 through 23B.08.550, provided that no such indemnity shall indemnify any director from or on account of:
(a) Acts or omissions of the director finally adjudged to be intentional misconduct or a knowing violation of law;
(b) Conduct of the director finally adjudged to be in violation of RCW 23B.08.310; or
(c) Any transaction with respect to which it was finally adjudged that such director personally received a benefit in money, property, or services to which the director was not legally entitled.
(2) Unless the articles of incorporation, or a bylaw or resolution adopted or ratified by the shareholders, provide otherwise, any determination as to any indemnity or advance of expenses under subsection (1) of this section shall be made in accordance with RCW 23B.08.550.
[ 1989 c 165 § 111.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.570 - Indemnification of officers, employees, and agents.

RCW 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 RCW 23B.08.520, and is entitled to apply for court-ordered indemnification under RCW 23B.08.540, in each case to the same extent as a director;
(2) The corporation may indemnify and advance expenses under RCW 23B.08.510 through 23B.08.560 to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director; and
(3) A corporation may also indemnify and advance expenses to an officer, employee, or agent who is not a director to the extent, consistent with law, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.
[ 1989 c 165 § 112.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.580 - Insurance.

RCW 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, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation 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, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify the individual against the same liability under RCW 23B.08.510 or 23B.08.520.
[ 1989 c 165 § 113.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.590 - Validity of indemnification or advance for expenses.

RCW 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 of its shareholders or board of directors, or in a contract or otherwise, is valid only if and to the extent the provision is consistent with RCW 23B.08.500 through 23B.08.580. If articles of incorporation limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles of incorporation.
(2) RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent to the proceeding.
[ 1989 c 165 § 114.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.600 - Report to shareholders.

RCW 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 in the right of the corporation, the corporation shall report the indemnification or advance in the form of a notice to the shareholders delivered with or before the notice of the next shareholders' meeting.
[ 2002 c 297 § 32; 1989 c 165 § 115.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.603 - Indemnification or advance for expenses—Later amendment or repeal of subject provision.

RCW 23B.08.603
Indemnification or advance for expenses—Later amendment or repeal of subject provision.
The right of a director, officer, employee, or agent to indemnification or to advancement of expenses arising under a provision in the articles of incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal of that provision after the occurrence of the act or omission that is the subject of the proceeding for which indemnification or advancement of expenses under that provision is sought, unless the provision in effect at the time of such an act or omission explicitly authorizes the elimination or impairment of the right after such an action or omission has occurred.
[ 2011 c 328 § 9.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.710 - Judicial action.

RCW 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 the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction.
(2) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:
(a) Directors' action respecting the transaction was at any time taken in compliance with RCW 23B.08.720;
(b) Shareholders' action respecting the transaction was at any time taken in compliance with RCW 23B.08.730; or
(c) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
[ 1989 c 165 § 117.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.720 - Directors' action.

RCW 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 fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (2) of this section, provided that action by a committee is so effective only if:
(a) All its members are qualified directors; and
(b) Its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.
(2) If a director has a conflicting interest respecting a transaction, but neither the director nor a related person of the director specified in RCW 23B.08.700(3)(a) (i) and (ii) is a party to the transaction, and if the director has a duty under law or professional canon, or a duty of confidentiality to another person, respecting information relating to the transaction such that the director may not make the disclosure described in RCW 23B.08.700(4)(b), then disclosure is sufficient for purposes of subsection (1) of this section if the director (a) discloses to the directors voting on the transaction the existence and nature of the director's conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction, and (b) plays no part, directly or indirectly, in their deliberations or vote.
(3) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
[ 2015 c 20 § 4; 1989 c 165 § 118.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.730 - Shareholders' action.

RCW 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 holders of all qualified shares were cast in favor of the transaction after (a) notice to shareholders describing the director's conflicting interest transaction, (b) provision of the information referred to in subsection (4) of this section, and (c) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.
(2) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
(3) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (4) and (5) of this section, shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
(4) For purposes of compliance with subsection (1) of this section, a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director, or by a related person of the director, or both.
(5) If a shareholders' vote does not comply with subsection (1) of this section solely because of a failure of a director to comply with subsection (4) of this section, and if the director establishes that the director's failure did not determine and was not intended by the director to influence the outcome of the vote, the court may, with or without further proceedings respecting RCW 23B.08.710(2)(c), take such action respecting the transaction and the director, and give such effect, if any, to the shareholders' vote, as it considers appropriate in the circumstances.
[ 1989 c 165 § 119.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.735 - Pursuit of business opportunities—Duty to corporation.

RCW 23B.08.735
Pursuit of business opportunities—Duty to corporation.
(1) If a director or officer or related person of either pursues or takes advantage, directly or indirectly, of a business opportunity, that action may not be enjoined or set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation on the ground that such opportunity should have first been offered to the corporation, if:
(a) Before the director, officer, or related person becomes legally obligated respecting the opportunity, the director or officer brings it to the attention of the corporation, and:
(i) Action by qualified directors disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures stated in RCW 23B.08.720, as if the decision being made concerned a director's conflicting interest transaction; or
(ii) Shareholders' action disclaiming the corporation's interest in the opportunity is taken in compliance with the procedures stated in RCW 23B.08.730, as if the decision being made concerned a director's conflicting interest transaction;
except that, in the case of both (a)(i) and (ii) of this subsection, rather than making "required disclosure" as defined in RCW 23B.08.700(4), in each case the director or officer must have made prior disclosure to those acting on behalf of the corporation of all material facts concerning the business opportunity that are then known to the director or officer; or
(b) The duty to offer the corporation the right to have or participate in the particular business opportunity or the class or category in to which that particular business opportunity falls has been limited or eliminated pursuant to a provision of the articles of incorporation. However, if such provision applies to an officer or related person of that officer, the board of directors, by action of qualified directors taken in compliance with the same procedures under RCW 23B.08.720 and taken subsequent to the inclusion of such provision in the articles of incorporation, (i) must approve the application of such provision to an officer or a related person of that officer, and (ii) may condition the application of such provision to such officer or related person of that officer on any basis.
(2) In any proceeding seeking equitable relief or other remedies based upon an alleged improper pursuit or taking advantage of a business opportunity by a director or officer, the fact that the director or officer did not employ the procedure described in subsection (1)(a)(i) or (ii) of this section before taking advantage of the opportunity does not create an inference that the opportunity should have been first presented to the corporation or alter the burden of proof otherwise applicable to establish that the director or officer breached a duty to the corporation in the circumstances.
[ 2020 c 194 § 8; 2015 c 20 § 5.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.08 - Directors and Officers. › 23B.08.900 - Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.

RCW 23B.08.900
Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.
For the purposes of this chapter, the terms spouse, marriage, marital, husband, wife, widow, widower, next of kin, and family shall be interpreted as applying equally to state registered domestic partnerships or individuals in state registered domestic partnerships as well as to marital relationships and married persons, and references to dissolution of marriage shall apply equally to state registered domestic partnerships that have been terminated, dissolved, or invalidated, to the extent that such interpretation does not conflict with federal law. Where necessary to implement chapter 521, Laws of 2009, gender-specific terms such as husband and wife used in any statute, rule, or other law shall be construed to be gender neutral, and applicable to individuals in state registered domestic partnerships.
[ 2009 c 521 § 63.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.005 - Definitions.

RCW 23B.09.005
Definitions.
The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.
(1) "Converting entity" means the domestic corporation that adopts a plan of entity conversion or the other entity converting to a domestic corporation.
(2) "Domestic other entity" means an other entity organized under the laws of this state.
(3) "Foreign other entity" means an other entity organized under a law other than the laws of this state.
(4) "Interest holder" means a person who holds of record:
(a) A right to receive distributions from an other entity either in the ordinary course of business or upon liquidation, other than as an assignee; or
(b) A right to vote on issues involving an other entity's internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.
(5) "Interests" means the interests in an other entity held by its interest holders.
(6) "Organic document" means a public organic document or a private organic document.
(7) "Organic law" means the statute governing the internal affairs of a domestic corporation or other entity.
(8) "Other entity" means any association or entity other than a domestic corporation, a domestic or foreign nonprofit corporation, a domestic or foreign mutual corporation or miscellaneous corporation, or a governmental or quasi-governmental organization. The term includes, but is not limited to, foreign corporations, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies, business trusts, and profit unincorporated associations.
(9) "Owner liability" means personal liability for a debt, obligation, or liability of an entity that is imposed on a person:
(a) Solely by reason of the person's status as a shareholder or interest holder; or
(b) By the articles of incorporation, bylaws, or an organic document under a provision of the organic law of an entity authorizing the articles of incorporation, bylaws, or an organic document to make one or more specified shareholders, members, or interest holders liable in their capacity as shareholders, members, or interest holders for all or specified debts, obligations, or liabilities of the entity.
(10) "Private organic document" means any document, other than the public organic document, if any, that determines the internal governance of an other entity.
(11) "Public organic document" means the document, if any, that is filed of public record to create an other entity, including amendments and restatements thereof.
(12) "Surviving entity" means the domestic corporation or other entity that is in existence immediately after consummation of an entity conversion pursuant to this chapter.
[ 2014 c 83 § 8.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.010 - Entity conversion.

RCW 23B.09.010
Entity conversion.
(1) A domestic corporation may become an other entity pursuant to a plan of entity conversion if the entity conversion is permitted by the organic law of the other entity by:
(a) Complying with RCW 23B.09.030; and
(b) Filing articles of entity conversion with the secretary of state.
(2) An other entity may become a domestic corporation if the entity conversion is permitted by the organic law of the other entity by:
(a) Complying with the procedures for the approval of an entity conversion provided in the organic law of the other entity; and
(b) Filing articles of entity conversion with the secretary of state.
[ 2014 c 83 § 9.]