Directors' resolutions under the Washington Business Corporation Act
How a Washington corporation's board passes resolutions, by meeting or under RCW § 23B.08.210 unanimous written consent, with conflict rules under §§ 23B.08.700-.730.
| § 23B.08.210 | Action without meeting |
|---|---|
| § 23B.08.200 | Meetings |
| § 23B.08.700-.730 | Director conflict-of-interest |
- RCW § 23B.08.210 permits action by directors without a meeting if every director signs a consent
- Conflict-of-interest rules under §§ 23B.08.700-.730 follow the Model Act
- Meeting participation by telephone permitted under § 23B.08.200
- Washington's corporate statute is closely aligned with the Model Business Corporation Act
- Permits the articles to modify many default rules
RCW § 23B.08.210 written consent
Washington permits directors to act without a meeting by signing a written consent. Every director must sign. The mechanism mirrors the Model Act and is consistent with Delaware § 141(f) in substance.
Conflict-of-interest under §§ 23B.08.700-.730
Washington's conflict-of-interest provisions are detailed but track the Model Act: disclosure, plus disinterested-director approval, shareholder ratification, or fairness. The conflicted director cannot vote and cannot count for the special quorum determining whether disinterested directors approved.
Articles can modify default rules
Washington permits the articles of incorporation to modify many default governance rules, including resolution mechanisms and director duties. The articles trump the default statutes where they're inconsistent.
Octelligence captures every directors' resolution against the corporation it governs, with full signature record and unalterable timestamp. Filed automatically to the minute book.
See Digital Corporate RecordsTemplates per jurisdiction, electronic signature, complete activity log, every resolution tied to its underlying transaction.