Revised Code of Washington
Chapter 23B.08 - Directors and Officers.
23B.08.320 - Limitation on liability of directors.

RCW 23B.08.320
Limitation on liability of directors.

The articles of incorporation may contain provisions not inconsistent with law that eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for conduct as a director, provided that such provisions shall not eliminate or limit the liability of a director for acts or omissions that involve intentional misconduct by a director or a knowing violation of law by a director, for conduct violating RCW 23B.08.310, or for any transaction from which the director will personally receive a benefit in money, property, or services to which the director is not legally entitled. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

[ 1989 c 165 § 99.]

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.