Washington Code 32.32.490 – Amendments to articles of incorporation
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(1) Amendments to the articles of incorporation of the converted savings bank shall be made only with the approvals of the director, of two-thirds of the directors of the savings bank, and of the holders of a majority of each class of the outstanding shares of capital stock or such greater percentage of these shares as may be specified in the articles of the converted savings bank.
Terms Used In Washington Code 32.32.490
- capital stock: includes permanent stock, guaranty stock, permanent reserve stock, any similar certificate evidencing nonwithdrawable capital, or preferred stock, of a savings bank converted under this chapter or of a subsidiary institution or holding company. See Washington Code 32.32.025
- director: means any director of a corporation, any trustee of a mutual savings bank, or any person performing similar functions with respect to any organization whether incorporated or unincorporated. See Washington Code 32.32.025
(2) Unless the articles of incorporation provide otherwise, the board of directors of a savings bank may, by majority vote, amend the savings bank’s articles of incorporation as provided in this section without shareholder action:
(a) If the savings 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;
(b) To delete the name and address of the initial directors;
(c) If the savings 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 savings bank’s own shares, or solely to do so and to change the number of authorized shares in proportion thereto;
(d) To change the savings bank’s name; or
(e) To make any other change expressly permitted by this title to be made without shareholder action.
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.