Revised Code of Washington

Wash. Rev. Code § 23B.08.210 (2026)

Corporate action without meeting

✓ current as of May 2026

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(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 s 5; 2020 c 57 s 59; 2009 c 189 s 24; 2002 c 297 s 29; 1989 c 165 s 92.]

Notes of Decisions

Cited in 3 cases, 2008–2013 · 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). · cites it 2× “And, RCW 23B.08.210 authorizes corporate action without a meeting when approved by all members of the board.”

Saviano v. Westport Amusements, Inc., 180 P.3d 874 (Wash. Ct. App. 2008). “He also points to a provision of Westport's articles of incorporation stating that "[a]ny directors individually .”

Saviano v. Westport Amusements, Inc., 144 Wash. App. 72 (Wash. Ct. App. 2008). “RCW 23B.08.210. He then observes that a corporate board has *79 statutory authority to incur debt on the corporation’s behalf.”

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