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.

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