CompPrint Inc. is a Washington corporation that sells printers for computers. It has a nine-member board of directors, including the President of…

CompPrint Inc. is a Washington corporation that sells printers for computers. It has a nine-member board of directors, including the President of CompPrint. Under the company’s bylaws, five directors must be present for a quorum, and all significant business decisions require a majority vote. The President invites Josh and Sally, two of the other directors, to his yacht. They talk about a recent newspaper article about the fast development of digital copiers. The President says that CompPrint should immediately add digital copiers to its product line. Josh and Sally agree and tell the President to move forward with the idea. The President doesn’t know that Josh holds a substantial ownership interest in DigiCopy Corp., a company that makes digital copiers. He also doesn’t know that Sally has done a cursory market study of the industry and, based on her limited review, believes that conditions are ripe for making a lot of money in digital copiers. The President immediately calls his operations manager and tells him to devote any and all resources to buy a digital copier company. A week later, at the regular monthly board of directors meeting, the President announces a contract to purchase DigiCopy Corp. Three of the five directors at the meeting, the President, Josh, and Sally, vote in favor of the purchase after a brief discussion. The other two directors at the meeting vote against. Two months later, the digital copier industry collapses due to unforeseen market conditions. CompPrint’s stock price falls by forty percent (40%). Part 1. Discuss whether the President, Josh, and/or Sally breached any duties as directors of CompPrint Inc. Part 2. Assume the President, Josh, and Sally breached their duties. Does any of them have a defense under RCW 23B.08.700 through 23B.08.720 (see the statutes on the following pages) or the common law? Explain.