WASHINGTON STATUTES AND CODES

30.08.083 - Authority to divide classes into series -- Rights and preferences -- Filing of statement.

Authority to divide classes into series — Rights and preferences — Filing of statement.

(1) If the articles of incorporation shall expressly vest authority in the board of directors, then, to the extent that the articles of incorporation shall not have established series, and fixed and determined the variations in the relative rights and preferences as between series, the board of directors have authority to divide any or all of the classes into series and, within the limitation set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.

     (2) In order for the board of directors to establish a series, where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as is not fixed and determined by the articles of incorporation.

     (3) Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall file and execute in the manner provided in this section a statement setting forth:

     (a) The name of the bank;

     (b) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof;

     (c) The date of adoption of such resolution; and

     (d) That the resolution was duly adopted by the board of directors.

     (4) The statement shall be executed in triplicate by the bank by one of its officers and shall be delivered to the director. If the director finds that the statement conforms to law, the director shall, when all fees have been paid as provided in this title:

     (a) Endorse on each of the triplicate originals the word "Filed," and the effective date of the filing thereof;

     (b) File two of the originals; and

     (c) Return the other original to the bank or its representative.

     (5) Upon the filing of the statement by the director with the secretary of state, the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.