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

Wash. Rev. Code § 23B.08.300 (2026)

General standards for directors

✓ current as of May 2026
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(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 s 97.]
Notes of Decisions
Cited in 17 cases (3 in the last 5 years), 1994–2022 · leading case: TROOIEN v. Mansour, 608 F.3d 1020 (8th Cir. 2010).
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TROOIEN v. Mansour, 608 F.3d 1020 (8th Cir. 2010). · cites it 2× “Wash. Rev.Code § 23B.08.300, .420. The Washington statute permits a corporation to limit liability for violations of the duty of care, but not for the duty of loyalty or the duty to act in good faith.”
Lynott v. Nat'l Union Fire Ins., 871 P.2d 146 (Wash. 1994). · cites it 2× “RCW 23B.08.300. There were shareholders of TBC stock, other than the 21 investors, who held 4,365,368 shares.”
Durand v. Himc Corp., 214 P.3d 189 (Wash. Ct. App. 2009). “Here, the business judgment rule does not apply because the legislature has specifically expressed the public policy that an employer who willfully withholds wages commits a misdemeanor and also subjects itself to personal liability.”
Durand v. HIMC Corp., 151 Wash. App. 818 (Wash. Ct. App. 2009). “Here, the business judgment rule does not apply because the legislature has specifically expressed the public policy that an employer who willfully withholds wages commits a misdemeanor and also subjects itself to personal liability.”
Senn v. Nw. Underwriters, Inc., 875 P.2d 637 (Wash. Ct. App. 1994). “See RCW 23B.08.300. She argues that even if a mistake'was made in implementing the Reserve Program, the inference should be that it was made in good faith because of the similarity between it and another Consumers program.”
Lang v. Hougan, 136 Wash. App. 708 (Wash. Ct. App. 2007). “See RCW 23B.08.300, .420. ¶36 The trial court here found no breach because it found that Lang’s and Hougan’s fiduciary duties no longer existed.”
Spokane Concrete Prods., Inc. v. U.S. Bank, 892 P.2d 98 (Wash. 1995). “2d 137 (directors may take risks in the interest of their corporation so long as they comply with RCW 23B.08.300(1), which requires them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a…”
Lang v. Hougan, 150 P.3d 622 (Wash. Ct. App. 2007). “See RCW 23B.08.300 and .420. ¶ 36 The trial court here found no breach because it found that Lang's and Hougan's fiduciary duties no longer existed.”
Grassmueck v. Barnett, 281 F. Supp. 2d 1227 (W.D. Wash. 2003). “310" (which includes discharging duties in good faith under RCW 23B.08.300) or (4) "any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.”
Jerry Kesselring v. Donald L. Kesselring (Wash. Ct. App. 2020). · cites it 8× “Jerry contends that the trial court incorrectly determined that fiduciaries in a family-held corporation owed a lower standard of care than set out in RCW 23B.08.300. 4 We disagree. 4 Jerry also contends that the trial court improperly applied the business judgment rule to…”
Cent. Flyway Air Inc v. Grey Ghost LLC (W.D. Wash. 2021). · cites it 5× “24 1 As is relevant here, the proposed SAC asserts one claim against Defendant Ingels, “in his 2 capacity as an officer and director” of the failed business, on behalf of Plaintiff CFA, “as a 3 shareholder,” for breach of fiduciary duty pursuant to RCW 23B.08.300. Id., at 8.…”
Grassmueck v. Barnett, 281 F. Supp. 2d 1227 (W.D. Wash. 2003). “310” (which includes discharging duties in good faith under RCW 23B.08.300) or (4) “any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled.”
Show all 17 citing cases →
— Wash. Rev. Code § 23B.08.300(1) — 3 cases
Spokane Concrete Prods., Inc. v. U.S. Bank, 892 P.2d 98 (Wash. 1995). “2d 137 (directors may take risks in the interest of their corporation so long as they comply with RCW 23B.08.300(1), which requires them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a…”
Mary Matthews, Appellant's v. Island Landmarks (Wash. Ct. App. 2016).
Real Carriage Door Co., Inc., V. Don T. Rees (Wash. Ct. App. 2021).
— Wash. Rev. Code § 23B.08.300(1)(a) — 1 case
Jerry Kesselring v. Donald L. Kesselring (Wash. Ct. App. 2020). “Jerry contends that the trial court incorrectly determined that fiduciaries in a family-held corporation owed a lower standard of care than set out in RCW 23B.08.300. 4 We disagree. 4 Jerry also contends that the trial court improperly applied the business judgment rule to…”
— Wash. Rev. Code § 23B.08.300(1)(b) — 1 case
Jerry Kesselring v. Donald L. Kesselring (Wash. Ct. App. 2020). “Jerry contends that the trial court incorrectly determined that fiduciaries in a family-held corporation owed a lower standard of care than set out in RCW 23B.08.300. 4 We disagree. 4 Jerry also contends that the trial court improperly applied the business judgment rule to…”
— Wash. Rev. Code § 23B.08.300(2)(b) — 1 case
Judith Burbrink v. Phyllis Campbell (9th Cir. 2018).
— Wash. Rev. Code § 23B.08.300(4) — 1 case
Real Carriage Door Co., Inc., V. Don T. Rees (Wash. Ct. App. 2021).
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