Wash. Rev. Code » Title 4 · Chapter 4.24
Revised Code of Washington

Wash. Rev. Code § 4.24.264 (2026)

✓ current as of May 2026
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(1) Except as provided in subsection (2) of this section, a member of the board of directors or an officer of any nonprofit corporation is not individually liable for any discretionary decision or failure to make a discretionary decision within his or her official capacity as director or officer unless the decision or failure to decide constitutes gross negligence.
(2) Nothing in this section shall limit or modify in any manner the duties or liabilities of a director or officer of a corporation to the corporation or the corporation's members.
[ 1987 c 212 s 1101; 1986 c 305 s 903.]

Notes:

Preamble—Report to legislature—Applicability—Severability—1986 c 305: See notes following RCW 4.16.160.
Notes of Decisions
Cited in 6 cases, 1996–2014 · leading case: Eastwood v. Horse Harbor Found., Inc., 170 Wash. 2d 380 (Wash. 2010).
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Eastwood v. Horse Harbor Found., Inc., 170 Wash. 2d 380 (Wash. 2010). · cites it 9× “264 insulate the directors of a lessee nonprofit corporation from liability for permitting waste that rises to the level of gross negligence? ¶13 Is Eastwood entitled to attorney fees? *386 III. ANALYSIS A. When a lessee breaches a lease covenant requiring the lessee to repair…”
Eastwood v. Horse Harbor Found., Inc., 241 P.3d 1256 (Wash. 2010). · cites it 8× “Is Eastwood entitled to attorney fees? III. ANALYSIS A. When a lessee breaches a lease covenant requiring the lessee to repair and maintain the leased property, is the lessor limited to contract remedies, or may the lessor also recover for the tort of waste? ¶ 10 "Waste is a…”
Fielder v. Sterling Park Homeowners Ass'n, 914 F. Supp. 2d 1222 (W.D. Wash. 2012). · cites it 5× “Defendants contend that Shoemaker and Hagen are shielded from personal liability under the Washington Nonprofit Corporation Act (RCW 4.24.264), are protected under the Business Judgment Rule (“BJR”), and that plaintiff cannot reach defendants through piercing the corporate veil…”
Waltz v. Tanager Estates Homeowners Ass'n, 332 P.3d 1133 (Wash. Ct. App. 2014). · cites it 9× “2 The chapter provides that board members and directors “shall have the same immunity from liability as is granted in RCW 4.24.264.” RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its *89 shareholders, 3 or…”
Barry v. Johns, 920 P.2d 222 (Wash. Ct. App. 1996). · cites it 2× “Section 9 provides: Pursuant to RCW 4.24.264, the Neutral Zone board *869 members shall not be individually liable for any discretionary decision or failure to make a discretionary decision within his or her official capacity as a board member unless the decision or failure to…”
James Waltz v. Tanager Estates Homeowners Ass'n (Wash. Ct. App. 2014). · cites it 8× “2 The chapter provides that board members and directors "shall have the same immunity from liability as is granted in RCW 4.24.264." RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its shareholders 3 , or…”
— Wash. Rev. Code § 4.24.264(1) — 5 cases
Eastwood v. Horse Harbor Found., Inc., 170 Wash. 2d 380 (Wash. 2010). “264 insulate the directors of a lessee nonprofit corporation from liability for permitting waste that rises to the level of gross negligence? ¶13 Is Eastwood entitled to attorney fees? *386 III. ANALYSIS A. When a lessee breaches a lease covenant requiring the lessee to repair…”
Eastwood v. Horse Harbor Found., Inc., 241 P.3d 1256 (Wash. 2010). “Is Eastwood entitled to attorney fees? III. ANALYSIS A. When a lessee breaches a lease covenant requiring the lessee to repair and maintain the leased property, is the lessor limited to contract remedies, or may the lessor also recover for the tort of waste? ¶ 10 "Waste is a…”
Fielder v. Sterling Park Homeowners Ass'n, 914 F. Supp. 2d 1222 (W.D. Wash. 2012). “Defendants contend that Shoemaker and Hagen are shielded from personal liability under the Washington Nonprofit Corporation Act (RCW 4.24.264), are protected under the Business Judgment Rule (“BJR”), and that plaintiff cannot reach defendants through piercing the corporate veil…”
Waltz v. Tanager Estates Homeowners Ass'n, 332 P.3d 1133 (Wash. Ct. App. 2014). “2 The chapter provides that board members and directors “shall have the same immunity from liability as is granted in RCW 4.24.264.” RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its *89 shareholders, 3 or…”
James Waltz v. Tanager Estates Homeowners Ass'n (Wash. Ct. App. 2014). “2 The chapter provides that board members and directors "shall have the same immunity from liability as is granted in RCW 4.24.264." RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its shareholders 3 , or…”
— Wash. Rev. Code § 4.24.264(2) — 2 cases
Waltz v. Tanager Estates Homeowners Ass'n, 332 P.3d 1133 (Wash. Ct. App. 2014). “2 The chapter provides that board members and directors “shall have the same immunity from liability as is granted in RCW 4.24.264.” RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its *89 shareholders, 3 or…”
James Waltz v. Tanager Estates Homeowners Ass'n (Wash. Ct. App. 2014). “2 The chapter provides that board members and directors "shall have the same immunity from liability as is granted in RCW 4.24.264." RCW 24.06.035(1). The chapter also provides that directors and officers are not individually liable to the corporation, its shareholders 3 , or…”
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