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

Wash. Rev. Code § 23B.08.090 (2026)

Removal of directors by judicial proceeding

✓ current as of May 2026
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(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 s 88.]
Notes of Decisions
Cited in 1 case, 1994–1994 · leading case: Lyzanchuk v. Yakima Ranches Owners Ass'n, 866 P.2d 695 (Wash. Ct. App. 1994).
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Lyzanchuk v. Yakima Ranches Owners Ass'n, 866 P.2d 695 (Wash. Ct. App. 1994). “RCW 23B.08.090(1), (2). When the Nonprofit Corporation Act and Business Corporation Act are read together, the legislative intent seems clear — the Legislature did not intend to grant courts the equitable power to remove directors and officers from nonprofit corporations.”
— Wash. Rev. Code § 23B.08.090(1) — 1 case
Lyzanchuk v. Yakima Ranches Owners Ass'n, 866 P.2d 695 (Wash. Ct. App. 1994). “RCW 23B.08.090(1), (2). When the Nonprofit Corporation Act and Business Corporation Act are read together, the legislative intent seems clear — the Legislature did not intend to grant courts the equitable power to remove directors and officers from nonprofit corporations.”
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