Wash. Rev. Code » Title 23B · Chapter 23B.08
Revised Code of Washington

Wash. Rev. Code § 23B.08.010 (2026)

Requirement for and duties of board of directors

✓ current as of May 2026
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(1) Each corporation must have a board of directors, except that a corporation may dispense with or limit the authority of its board of directors by describing in its articles of incorporation, or in a shareholders' agreement authorized by RCW 23B.07.320, who will perform some or all of the duties of the board of directors.
(2) Subject to any limitation set forth in this title, the articles of incorporation, or a shareholders' agreement authorized by RCW 23B.07.320:
(a) All corporate powers shall be exercised by or under the authority of the corporation's board of directors; and
(b) The business and affairs of the corporation shall be managed under the direction of its board of directors, which shall have exclusive authority as to substantive decisions concerning management of the corporation's business.
[ 2011 c 328 s 2; 1989 c 165 s 80.]
Notes of Decisions
Cited in 9 cases (1 in the last 5 years), 1994–2023 · leading case: State v. Evans, 298 P.3d 724 (Wash. 2013).
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State v. Evans, 298 P.3d 724 (Wash. 2013). · cites it 2× “” RCW 23B.08.010(2)(a); see also RCW 24.03.”
Evans v. Thompson, 879 P.2d 938 (Wash. 1994). · cites it 6× “[4] In reality, the nature and scope of the duties of a director and an officer are defined in the corporate bylaws.”
Lodis v. Corbis Holdings, Inc., 292 P.3d 779 (Wash. Ct. App. 2013). “030 allows a corporate board of directors to have only one member. And, RCW 23B.08.210 authorizes corporate action without a meeting when approved by all members of the board.”
Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “RCW 23B.08.010. And the cooperative members have the authority to vote those directors out if they believe that the cooperative is not being run properly.”
Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “RCW 23B.08.010. And the cooperative members have the authority to vote those directors out if they believe that the cooperative is not being run properly.”
In Re F5 Networks, Inc., 207 P.3d 433 (Wash. 2009). “, RCW 23B.08.010. But a corporation's board members and officers manage the company on behalf of the shareholders and are answerable to them in a variety of ways.”
Locals 302 & 612 of the Int'l Union of Operating Engineers-Employers Constr. Indus. Ret. Trust ex rel. F5 Networks, Inc. v. McAdam, 166 Wash. 2d 229 (Wash. 2009). “, RCW 23B.08.010. But a corporation’s board members and officers manage the company on behalf of the shareholders and are answerable to them in a variety of ways.”
Godden v. Franco (Del. Ch. 2018). “First, under Franco’s approach, virtually the entire Interested Party Decision definition and the related mechanics for the Board of Managers to make Interested Party 38 RCW § 23B.08.010(2)(a)-(b). 26 Decisions would become surplusage.”
Nat'l Ctr. for Pub. Policy Rsch. v. Schultz (E.D. Wash. 2023). “RCW 23B.08.010(2)(b). Shareholder derivative lawsuits 7 “are disfavored and may be brought only in exceptional circumstances.”
— Wash. Rev. Code § 23B.08.010(2)(a) — 2 cases
State v. Evans, 298 P.3d 724 (Wash. 2013). “” RCW 23B.08.010(2)(a); see also RCW 24.03.”
Godden v. Franco (Del. Ch. 2018). “First, under Franco’s approach, virtually the entire Interested Party Decision definition and the related mechanics for the Board of Managers to make Interested Party 38 RCW § 23B.08.010(2)(a)-(b). 26 Decisions would become surplusage.”
— Wash. Rev. Code § 23B.08.010(2)(b) — 2 cases
State v. Evans, 298 P.3d 724 (Wash. 2013). “” RCW 23B.08.010(2)(a); see also RCW 24.03.”
Nat'l Ctr. for Pub. Policy Rsch. v. Schultz (E.D. Wash. 2023). “RCW 23B.08.010(2)(b). Shareholder derivative lawsuits 7 “are disfavored and may be brought only in exceptional circumstances.”
— Wash. Rev. Code § 23B.08.010(3) — 1 case
Evans v. Thompson, 879 P.2d 938 (Wash. 1994). “[4] In reality, the nature and scope of the duties of a director and an officer are defined in the corporate bylaws.”
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