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

Wash. Rev. Code § 23B.08.420 (2026)

Standards of conduct for officers

✓ current as of May 2026
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(1) An officer with discretionary authority shall discharge the officer's duties under that authority:
(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 officer reasonably believes to be in the best interests of the corporation.
(2) In discharging the officer's duties, the officer 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 officer reasonably believes to be reliable and competent in the matters presented; or
(b) Legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(3) An officer is not acting in good faith if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (2) of this section unwarranted.
(4) An officer is not liable for any action taken as an officer, or any failure to take any action, if the officer performed the duties of the officer's office in compliance with this section.
[ 1989 c 165 s 102.]
Notes of Decisions
Cited in 5 cases (3 in the last 5 years), 2013–2023 · 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× “RCW 23B.08.420. Officers must act in the best interests of the corporation — “a standard of behavior above that of the workaday world.”
Jerry Kesselring v. Donald L. Kesselring (Wash. Ct. App. 2020). · cites it 2× “RCW 23B.08.420 provides the same standard of care for officers.”
Curevo Inc v. Choe (W.D. Wash. 2021). · cites it 2× “In 9 particular, he argues that a discharge based on any of the disagreements he had with 10 Green Cross “contravenes clear mandates of public policy in Washington prohibiting the 11 discharge of officers who refuse to take actions in breach of their high standard of care 12 and…”
Seattle Tunnel Partners, V. Great Lakes Reinsurance (uk) Plc, Resps (Wash. Ct. App. 2023). “3d 779 (2013) (corporate officers owe fiduciary duties of good faith and loyalty to the corporations under RCW 23B.08.420); Bovy v. Graham, Cohen, & Wampold, 17 Wn.”
Regal West Corp. v. Neeves (D.S.C. 2022). “300 and RCW 23B.08.420; and (8) violation of the Racketeer Influenced and Corrupt Organizations Act (“RICO”), 18 U.”
— Wash. Rev. Code § 23B.08.420(1) — 1 case
Lodis v. Corbis Holdings, Inc., 292 P.3d 779 (Wash. Ct. App. 2013). “RCW 23B.08.420. Officers must act in the best interests of the corporation — “a standard of behavior above that of the workaday world.”
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