BILL REQ. #:  H-0248.1 

Read first time 01/10/2007.   Referred to Committee on Judiciary.

     AN ACT Relating to the duties of corporate directors; and amending RCW 23B.08.300.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

Sec. 1   RCW 23B.08.300 and 1989 c 165 s 97 are each amended to read as follows:
     (1) A director shall discharge the duties of a director, including duties as member of a committee:
     (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 director reasonably believes to be in the best interests of the corporation.
     (2) In determining the best interests of the corporation, a director, in addition to considering the interests of shareholders, may consider any of the following factors:
     (a) The interest of the corporation's employees, customers, suppliers, and creditors;
     (b) The economy of the state and the nation;
     (c) Community and societal considerations, including, without limitation, the impact of any action upon the communities in or near which the corporation has offices or operations; and
     (d) The long-term as well as short-term interests of the corporation and its shareholders, including without limitation, the possibility that these interests may be best served by the continued independence of the corporation.
     (3) In discharging the duties of a director, a director 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 director reasonably believes to be reliable and competent in the matters presented;
     (b) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
     (c) A committee of the board of directors of which the director is not a member if the director reasonably believes the committee merits confidence.
     (((3))) (4) A director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (((2))) (3) of this section unwarranted.
     (((4))) (5) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of the director's office in compliance with this section.