Revised Code of Washington
Chapter 23B.08 - Directors and Officers.
23B.08.090 - Removal of directors by judicial proceeding.

RCW 23B.08.090
Removal of directors by judicial proceeding.

(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 § 88.]

Structure Revised Code of Washington

Revised Code of Washington

Title 23B - Washington Business Corporation Act

Chapter 23B.08 - Directors and Officers.

23B.08.010 - Requirement for and duties of board of directors.

23B.08.020 - Qualifications of directors.

23B.08.030 - Number and election of directors.

23B.08.040 - Election of directors by certain classes or series of shares.

23B.08.050 - Terms of directors—Generally.

23B.08.060 - Staggered terms for directors.

23B.08.070 - Resignation of directors.

23B.08.080 - Removal of directors by shareholders.

23B.08.090 - Removal of directors by judicial proceeding.

23B.08.100 - Vacancy on board of directors.

23B.08.110 - Compensation of directors.

23B.08.120 - Gender-diverse board of directors—Board diversity discussion and analysis—Remedy for failure to comply.

23B.08.200 - Regular or special meetings of the board.

23B.08.210 - Corporate action without meeting.

23B.08.220 - Notice of meeting.

23B.08.230 - Waiver of notice.

23B.08.240 - Quorum and voting.

23B.08.245 - Corporate action—Vote of shareholders.

23B.08.250 - Committees.

23B.08.300 - General standards for directors.

23B.08.310 - Liability for unlawful distributions.

23B.08.320 - Limitation on liability of directors.

23B.08.400 - Officers.

23B.08.410 - Duties of officers.

23B.08.420 - Standards of conduct for officers.

23B.08.430 - Resignation and removal of officers.

23B.08.440 - Contract rights of officers.

23B.08.500 - Indemnification definitions.

23B.08.510 - Authority to indemnify.

23B.08.520 - Mandatory indemnification.

23B.08.530 - Advance for expenses.

23B.08.540 - Court-ordered indemnification.

23B.08.550 - Determination and authorization of indemnification.

23B.08.560 - Shareholder authorized indemnification and advancement of expenses.

23B.08.570 - Indemnification of officers, employees, and agents.

23B.08.580 - Insurance.

23B.08.590 - Validity of indemnification or advance for expenses.

23B.08.600 - Report to shareholders.

23B.08.603 - Indemnification or advance for expenses—Later amendment or repeal of subject provision.

23B.08.700 - Definitions.

23B.08.710 - Judicial action.

23B.08.720 - Directors' action.

23B.08.730 - Shareholders' action.

23B.08.735 - Pursuit of business opportunities—Duty to corporation.

23B.08.900 - Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.