30.08.082 - Authority to issue preferred or special classes of stock. - Washington Statutes

Authority to issue preferred or special classes of stock.

(1) Notwithstanding any other provisions of law and if so authorized by its articles of incorporation or amendments thereto made in the manner provided in the case of a capital increase, any bank or trust company may, pursuant to action taken by its board of directors from time to time with the approval of the director, issue shares of preferred or special classes of stock with the attributes and in such amounts and with such par value, if any, as shall be determined by the board of directors from time to time with the approval of the director. No increase of preferred stock shall be valid until the amount thereof shall have been subscribed and actually paid in.

     (2) If provided in its articles of incorporation, a bank or trust company may issue shares of preferred or special classes having any one or several of the following provisions:

     (a) Subjecting the shares to the right of the bank or trust company to repurchase or retire any such shares at the price fixed by the articles of incorporation for the repurchase or retirement thereof;

     (b) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends;

     (c) Having preference over any other class or classes of shares as to the payment of dividends;

     (d) Having preference in the assets of the bank or trust company over any other class or classes of shares upon the voluntary or involuntary liquidation of the bank or trust company;

     (e) Having voting or nonvoting rights; and

     (f) Being convertible into shares of any other class or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation.

[1994 c 256 § 44; 1994 c 92 § 50; 1986 c 279 § 22; 1981 c 89 § 4.]

Notes: Reviser's note: This section was amended by 1994 c 92 § 50 and by 1994 c 256 § 44, each without reference to the other. Both amendments are incorporated in the publication of this section pursuant to RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).

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

Severability -- 1981 c 89: See note following RCW 30.04.180.