Revised Code of Washington
Chapter 30A.08 - Organization and Powers.
30A.08.090 - Amendment of articles—Procedure.

RCW 30A.08.090
Amendment of articles—Procedure.

Unless the articles of incorporation provide otherwise, the board of directors of a bank may, by majority vote, amend the bank's articles of incorporation without shareholder action as follows:
(1) If the bank has only one class of shares outstanding, to provide, change, or eliminate any provision with respect to the par value of any class of shares;
(2) To delete the name and address of the initial directors;
(3) If the bank has only one class of shares outstanding, solely to change the number of authorized shares to effectuate a split of, or stock dividend in, the bank's own shares, or solely to do so and to change the number of authorized shares in proportion thereto;
(4) To change the bank's name; or
(5) To make any other change expressly permitted by this title to be made without shareholder action.
Other amendments to a bank's articles of incorporation, in a manner not inconsistent with the provisions of this title, require the affirmative vote of the stockholders representing two-thirds of each class of shares entitled to vote under the terms of the shares at a regular meeting, or special meeting duly called for that purpose in the manner prescribed by the bank's bylaws. No amendment shall be made whereby a bank becomes a trust company unless such bank first receives permission from the director.

[ 2014 c 37 § 163. Prior: 1994 c 256 § 47; 1994 c 92 § 54; 1987 c 420 § 3; 1986 c 279 § 28; 1965 c 140 § 3; 1955 c 33 § 30.08.090; prior: 1923 c 115 § 7; 1917 c 80 § 26; RRS § 3233. Formerly RCW 30.08.090.]
NOTES:

Findings—Construction—1994 c 256: See RCW 43.320.007.

Structure Revised Code of Washington

Revised Code of Washington

Title 30A - Washington Commercial Bank Act

Chapter 30A.08 - Organization and Powers.

30A.08.010 - Incorporators—Paid-in capital stock, surplus, and undivided profits—Requirements.

30A.08.020 - Notice of intention to organize—Proposed articles of incorporation—Contents.

30A.08.025 - Limited liability company—Organization or conversion—Approval of director—Conditions—Application of chapter 25.15 RCW—Definitions.

30A.08.030 - Investigation.

30A.08.040 - Notice to file articles—Articles approved or refused—Hearing.

30A.08.050 - Approved articles to be filed and recorded—Organization complete.

30A.08.055 - Amending articles—Filing with director—Contents.

30A.08.060 - Certificate of authority—Issuance—Contents.

30A.08.070 - Failure to commence business—Effect—Extension of time.

30A.08.080 - Extension of existence—Application—Investigation—Certificate—Appeal—Winding up for failure to continue existence.

30A.08.081 - Shares—Certificates not required.

30A.08.082 - Authority to issue preferred or special classes of stock.

30A.08.083 - Authority to divide classes into series—Rights and preferences—Filing of statement.

30A.08.084 - Rights of holders of preferred or special classes of stock—Preference in dividends and liquidation.

30A.08.086 - Determination of capital impairment when capital consists of preferred stock.

30A.08.087 - Authorized but unissued shares of capital stock—Issuance—Consideration.

30A.08.088 - Authorized but unissued shares of capital stock—When shares become part of capital stock.

30A.08.090 - Amendment of articles—Procedure.

30A.08.092 - Increase or decrease of capital stock authorized.

30A.08.140 - Corporate powers of banks.

30A.08.150 - Banks engaged in trust business.

30A.08.180 - Reports of resources and liabilities.

30A.08.190 - Time of filing—Availability—Penalty.