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

Wash. Rev. Code § 23B.08.030 (2026)

Number and election of directors

✓ current as of May 2026
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(1) A board of directors must consist of one or more individuals.
(2) Unless the articles of incorporation under RCW 23B.08.010 or an agreement among the shareholders under RCW 23B.07.320 dispense with a board of directors, the articles of incorporation or bylaws must either specify the number of directors or specify the process by which the number of directors will be fixed.
(3) Directors are elected at the first annual shareholders' meeting and at each annual meeting thereafter unless (a) their terms are staggered under RCW 23B.08.060, or (b) their terms are otherwise governed by RCW 23B.05.050. Directors also may be elected by execution of a shareholder consent under RCW 23B.07.040.
[ 2020 c 194 s 7; 2009 c 189 s 23; 2007 c 467 s 1; 2002 c 297 s 27; 1994 c 256 s 29; 1989 c 165 s 82.]

Notes:

Findings—Construction—1994 c 256: See RCW 43.320.007.
Notes of Decisions
Cited in 4 cases (1 in the last 5 years), 2008–2022 · leading case: Lodis v. Corbis Holdings, Inc., 292 P.3d 779 (Wash. Ct. App. 2013).
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Lodis v. Corbis Holdings, Inc., 292 P.3d 779 (Wash. Ct. App. 2013). “” RCW 23B.08.030 allows a corporate board of directors to have only one member.”
Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “See RCW 23B.08.030, RCW 23B.07.280. There is no showing here that Ms.”
Nakata v. Blue Bird, Inc., 191 P.3d 900 (Wash. Ct. App. 2008). “See RCW 23B.08.030, RCW 23B.07.280. There is no showing here that Ms.”
John K. Tormino v. Tormino Sash & Glass, Inc. (Wash. Ct. App. 2022). · cites it 3× “TSG inconsistently argues that Northwest Trustee may, under RCW 23B.08.030, serve as the director since it is the personal representative of the estate, but, for purposes of the bylaw, Northwest Trustee contends McGillivray serves as the director.”
— Wash. Rev. Code § 23B.08.030(1) — 1 case
John K. Tormino v. Tormino Sash & Glass, Inc. (Wash. Ct. App. 2022). “TSG inconsistently argues that Northwest Trustee may, under RCW 23B.08.030, serve as the director since it is the personal representative of the estate, but, for purposes of the bylaw, Northwest Trustee contends McGillivray serves as the director.”
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