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HomeMy WebLinkAboutPZ - Articles of Association ARTICLES OF ASSOCIATION OF WASHINGTON FEDERAL, NATIONAL ASSOCIATION For organizing an Association (the "Association") to perform any lawful activities of national Associations,the undersigned enter into the following Articles of Association: FIRST. Name. The title of the Association shall be: WASHINGTON FEDERAL, NATIONAL ASSOCIATION SECOND. Duration. The corporate existence of the Association shall continue until termination according to the laws of the United States. THIRD. Offices. The main office of the Association shall be located in the City of Seattle, in the County of King, and State of Washington. The Board of Directors of the Association (the "Board") shall have the power to change the location of the main office to any authorized branch within the limits of Seattle, Washington without the approval of the shareholders. The Board shall have the power to change the location of the main office to any other location within or outside the limits of Seattle, Washington, but not more than 30 miles beyond such limits, upon (i) a vote of shareholders owning two-thirds of the stock of such Association and (ii) receipt of a certificate of approval from the Comptroller of the Currency(the "OCC"). The Board shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without approval of shareholders, subject to compliance with the regulations of the OCC. FOURTH. Business of the Association. The Association shall have all powers granted by law to national banks and all powers incidental to the conduct of a general banking business. The Association shall conduct its business through its main office and its branches. FIFTH. Capital Stock. (a) Amount and Class. The authorized amount of capital stock of the Association shall be One Million (i,000,000) shares of common stock of the par value of One Dollar (s3..00) each. The Association may increase or decrease its capital stock from 2 time to time, according to the provisions of the laws of the United States and the Bylaws of the Association (the "Bylaws"). (b) No Preemptive Rights. Shareholders shall not have preemptive rights. (c) Fractional Shares. If a shareholder is entitled to fractional shares pursuant to a stock dividend, consolidation or merger, reverse stock split or otherwise, the Association may issue fractional shares or remit the cash equivalent of the fraction to the shareholder. The holder of a fractional share is entitled to exercise the rights for shareholder, including the right to vote, to receive dividends, and to participate in the assets of the Association upon liquidation, in proportion to the fractional interest. SIXTH.Shareholder Meetings and Voting. (a) Annual Meetings. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting, as provided in the Bylaws. In all elections of directors, each common shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her. (b) Special Meetings. The Board or any one or more shareholders owning, in the aggregate, not less than ten percent of the stock of the Association, may call a special meeting of shareholders at the times and under the conditions set forth in the Bylaws. Shareholders shall be entitled to receive notice of special meetings as provided in the Bylaws. (c) Shareholder Voting. Unless required by federal law applicable to national banks, (i) shareholders owning a majority voting interest in the outstanding voting stock must approve all matters requiring shareholder action, including amendments to these Articles, and (ii) each shareholder shall be entitled to one vote per share. SEVENTH. Board of Directors and Officers. (a) Number; Qualifications. The Board shall consist of not less than five nor more than twenty-five persons, unless the OCC has exempted the Association from the 25-member limit. The exact number is to be fixed and determined from time to time as provided in the Association's Bylaws as amended from time to time. Each director shall own common and/or preferred stock of the Association or of the Association's holding company with an aggregate fair market value of at least si,000, based on the stock's value 3 on (i)the date of purchase or(ii)the date the person became a director, whichever value is greater. (b) Terms. The term during which a Director occupies his or her position shall be as set forth in the Bylaws. (c) Election of Directors. Directors of the Association shall be nominated and elected as provided in the Bylaws. (d) Vacancies. Any vacancy on the Board may be filled by action of a majority of the remaining directors between meetings of shareholders or as otherwise provided in the Bylaws. The Board may not increase the number of directors between meetings of shareholders to a number which: (i) exceeds by more than two the number of directors last elected by shareholders when the number was i5 or less; or (z) exceeds by more than four the number of directors last elected by shareholders where the number was 16 or more; ! but in no event shall the number of directors exceed 25, unless the OCC has exempted the Association from the 25-member limit. (e) Removals and Resignations. Directors may be removed from the Board and may resign on the terms and conditions provided in the Bylaws. (f) Honorary and Advisory Directors. Honorary or advisory members of the Board, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full Board, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determine the number of directors of the Association or the presence of a quorum for any board action, and shall not be required to own qualifying shares. (g) Officers. The Association shall have such officers, who shall have such duties and authorities as set forth in the Bylaws. EIGHTH. Indemnification. The Association may make or agree to make indemnification payments to an institution-affiliated party, as defined at iz USC i8i3(u) (a "Party"), for an administrative proceeding or civil action initiated by any federal banking agency, that are as broad as consistent with the requirements of lz USC 1828(k) and the implementing 4 regulations thereunder. The Association may also indemnify a Party for damages and expenses, including the advancement of expenses and legal fees, in cases involving an administrative proceeding, criminal or civil or other action not initiated by a federal banking agency, to the broadest extent permitted under the laws of the State of Washington, provided only that such payments are consistent with safe and sound banking practices. The Board shall have the power and authority to indemnify a Party to the full extent provided by law. NINTH. Amendments. These Articles may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount. The Association's Board may propose one or more amendments to the Articles of Association for submission to the shareholders. In witness whereof,we have hereunto set our hands this zzth day of April, 203-3. Roy M. Whitehead, Chairman, Anna C. Johnson, Dir for President& Chief Executive Officer Q � I - I � - � 2", ) W /4 ar s R. Richmon , Di ector Thomas J. Kelley, Director arbara L. Smith, Director ne J. Pelle ie , Director lvt�rk N.Tabbutt, Director q5vid?K. Gran ,- ire r 9 )4-44 Randall H.Talb t, Director S