Modifies current state law regarding the powers of shareholders and boards of directors to take certain actions, including the ability of shareholders to vote on a corporate action regardless of whether the board of directors recommends the action. The bill also clarifies action taken related to indemnification or to advancement of expenses, among other things.   Official Text and Analysis.

To amend provisions of the Washington Business Corporation Act governing: the powers of the board of directors; content and adoption of bylaws; indemnification rights for directors, officers, employees, and agents; and authority of corporations to enter into "force the vote" agreements.

To revise the authority of the board of directors to explicitly state that the board has exclusive authority as to the substantive decisions concerning management of the corporation's affairs.

Amends provisions of the Washington Business Corporation Act governing: the powers of the board of directors; content and adoption of bylaws; indemnification rights for directors, officers, employees, and agents; and authority of corporations to enter into "force the vote" agreements.