First Northwest Bancorp 8-K, filed Jun 6, 2022
First Northwest Bancorp (FNWB)
About this 8-K
First Northwest Bancorp filed this 8-K on June 6, 2022, reporting on events of June 3, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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The
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Exhibit No.
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Description
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| 3.1 | Amended and Restated Articles of Incorporation of First Northwest Bancorp, as amended through June 3, 2022 |
| 3.2 | Bylaws of First Northwest Bancorp, as amended effective June 3, 2022 |
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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FIRST NORTHWEST BANCORP
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Date:
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June 3, 2022
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/s/Matthew P. Deines
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Matthew P. Deines
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President and Chief Executive Officer
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Exhibit 3.1
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
FIRST NORTHWEST BANCORP
ARTICLE I
Name
The name of the corporation is First Northwest Bancorp (the “Corporation”).
ARTICLE II
Duration
The duration of the Corporation is perpetual.
ARTICLE III
Purpose and Powers
The purpose for which the Corporation is organized is to act as a bank holding company and to transact all other lawful business for which corporations may be incorporated under the WBCA.Washington Business Corporation Act (the “WBCA”). The Corporation shall have all and may exercise all the express, implied and incidental powers of a corporation organized under the WBCA.
ARTICLE IV
Capital Stock
The total number of shares of all classes of capital stock which the Corporation has authority to issue is 80,000,000, of which 75,000,000 shall be common stock of par value of $0.01 per share, and of which 5,000,000 shall be serial preferred stock of par value of $0.01 per share. The shares may be issued from time to time as authorized by the Board of Directors without further approval of the shareholders, except to the extent that such approval is required by governing law, rule or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the stated par value per share. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. Upon authorization by its Board of Directors, the Corporation may issue its own shares in exchange for or in conversion of its outstanding shares or distribute its own shares, pro rata to its shareholders or the shareholders of one or more classes or series, to effectuate stock dividends or splits, and any such transaction shall not require consideration.
Except as expressly provided by applicable law, these Amended and Restated Articles of Incorporation or by any resolution of the Board of Directors designating and establishing the terms of any series of preferred stock, no holders of any class or series of capital stock shall have any right to vote as a separate class or series or to vote more than one vote per share. The shareholders of the Corporation shall not be entitled to cumulative voting in any election of directors.
A description of the different classes and series (if any) of the Corporation’s capital stock and a statement of the designations, and the relative rights, preferences, limitations and voting powers of the shares of each class and series (if any) of capital stock are as follows:
A. Common Stock. On matters on which holders of common stock are entitled to vote, each holder of shares of common stock shall be entitled to one vote for each share held by such holder.
Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the Board of Directors.
In the event of any liquidation, dissolution or winding up of the Corporation, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Corporation available for distribution remaining after: (i) payment or provision for payment of the Corporation’s debts and liabilities; (ii) distributions or provision for distributions in settlement of the liquidation account established for certain depositors of First Federal Savings and Loan Association of Port Angeles (the “AssociationFed Bank (“First Fed”) in connection with First Fed’s mutual-to-stock conversion; and (iii) distributions or provision for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution or winding up of the Corporation. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.
B. Serial Preferred Stock. The Board of Directors of the Corporation is authorized by resolution or resolutions from time to time adopted to provide for the issuance of preferred stock in series and to fix and state the voting powers, designations, preferences and relative, participating, optional or other special rights of the shares of each such series and the qualifications, limitations and restrictions thereof, including, but not limited to, determination of any of the following:
(a) The distinctive serial designation and the number of shares constituting such series;
(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;
(c) The voting powers, full or limited, if any, of shares of such series;
(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;
(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(f) Whether the shares or such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;
(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation, and, if so convertible or exchangeable, the conversion price(s), or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
(h) The price or other consideration for which the shares of such series shall be issued; and
(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.
Each share of each series of preferred stock shall have the same relative rights as and be identical in all respects with all other shares of the same series.
C. 1. Notwithstanding any other provision of these Articles of Incorporation, in no event shall any record owner of any outstanding common stock which is beneficially owned, directly or indirectly, by a person who, as of any record date for the determination of shareholders entitled to vote on any matter, beneficially owns in excess of 10% of the then-outstanding shares of common stock (“Limit”), be entitled, or permitted to any vote in respect of the shares held in excess of the Limit, unless a majority of the Whole Board (as hereinafter defined) shall have by resolution granted in advance such entitlement or permission. The number of votes which may be cast by any record owner by virtue of the provisions hereof in respect of common stock beneficially owned by such person owning shares in excess of the Limit shall be a number equal to the total number of votes which a single record owner of all common stock owned by such person would be entitled to cast after giving effect to the provisions hereof, multiplied by a fraction, the numerator of which is the number of shares of such class or series which are both beneficially owned by such person and owned of record by such record owner and the denominator of which is the total number of shares of common stock beneficially owned by such person owning shares in excess of the Limit.
2. The following definitions shall apply to this Section C of this Article IV.
(a) “Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on the date of filing of these Articles of Incorporation.
(b) “Beneficial ownership” shall be determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Securities Exchange Act of 1934 (or any successor rule or statutory provision), or, if said Rule 13d-3 shall be rescinded and there shall be no successor rule or provision thereto, pursuant to said Rule 13d-3 as in effect on the date of filing of these Articles of Incorporation; provided, however, that a person shall, in any event, also be deemed the “beneficial owner” of any common stock:
(i) which such person or any of its Affiliates beneficially owns, directly or indirectly; or
(ii) which such person or any of its Affiliates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of an agreement, contract, or other arrangement with the Corporation to effect any transaction which is described in any one or more of subparagraphs A(1)(a) through (h) of Article XIIX hereof or upon the exercise of conversion rights, exchange rights, warrants or options or otherwise), or (B) sole or shared voting or investment power with respect thereto pursuant to any agreement, arrangement, understanding, relationship or otherwise (but shall not be deemed to be the beneficial owner of any voting shares solely by reason of a revocable proxy granted for a particular meeting of shareholders, pursuant to a public solicitation of proxies for such meeting, with respect to shares of which neither such person nor any such Affiliate is otherwise deemed the beneficial owner); or
(iii) which are beneficially owned, directly or indirectly, by any other person with which such first mentioned person or any of its Affiliates acts as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of capital stock of the Corporation; and provided further, however, that (i) no director or officer of the Corporation (or any Affiliate of any such director or officer) shall, solely by reason of any or all of such directors or officers acting in their capacities as such, be deemed, for any purposes hereof, to beneficially own any common stock beneficially owned by any other such director or officer (or any Affiliate thereof), and (ii) neither any employee stock ownership or similar plan of the Corporation or any subsidiary of the Corporation, nor any trustee with respect thereto or any Affiliate of such trustee (solely by reason of such capacity of such trustee), shall be deemed, for any purposes hereof, to beneficially own any common stock held under any such plan. For purposes of computing the percentage beneficial ownership of common stock of a person, the outstanding common stock shall include shares deemed owned by such person through application of this subsection but shall not include any other common stock which may be issuable by the Corporation pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise. For all other purposes, the outstanding common stock shall include only common stock then outstanding and shall not include any common stock which may be issuable by the Corporation pursuant to any agreement, or upon the exercise of conversion rights, warrants or options, or otherwise.
(c) A “person” shall mean any individual, firm, corporation or other entity.
(d) “Whole Board” shall mean the total number of directors which the Corporation would have if there were no vacancies on the Board of Directors.
3. The Board of Directors shall have the power to construe and apply the provisions of this Section C and to make all determinations necessary or desirable to implement such provisions, including but not limited to matters with respect to (i) the number of shares of common stock beneficially owned by any person, (ii) whether a person is an Affiliate of another, (iii) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of beneficial ownership, (iv) the application of any other definition or operative provision of this Section C to the given facts or (v) any other matter relating to the applicability or effect of this Section C.
4. The Board of Directors shall have the right to demand that any person who is reasonably believed to beneficially own common stock in excess of the Limit (or holds of record common stock beneficially owned by any person in excess of the Limit) supply the Corporation with complete information as to (i) the record owner(s) of all shares beneficially owned by such person who is reasonably believed to own shares in excess of the Limit and (ii) any other factual matter relating to the applicability or effect of this section as may reasonably be required of such person.
5. Except as otherwise provided by law or expressly provided in this Section C, the presence, in person or by proxy, of the holders of record of shares of capital stock of the Corporation entitling the holders thereof to cast a majority of the votes (after giving effect, if required, to the provisions of this Section C) entitled to be cast by the holders of shares of capital stock of the Corporation shall constitute a quorum at all meetings of the shareholders, and every reference in these Articles of Incorporation to a majority or other proportion of capital stock (or the holders thereof) for purposes of determining any quorum requirement or any requirement for shareholder consent or approval shall be deemed to refer to such majority or other proportion of the votes (or the holders thereof) then entitled to be cast in respect of such capital stock.
6. Any constructions, applications or determinations made by the Board of Directors pursuant to this Section C in good faith and on the basis of such information and assistance as was then reasonably available for such purpose shall be conclusive and binding upon the Corporation and its shareholders.
7. In the event any provision (or portion thereof) of this Section C shall be found to be invalid, prohibited or unenforceable for any reason, the remaining provisions (or portions thereof) of this Section C shall remain in full force and effect, and shall be construed as if such invalid, prohibited or unenforceable provision had been stricken herefrom or otherwise rendered inapplicable, it being the intent of the Corporation and its shareholders that each such remaining provision (or portion thereof) of this Section C remain, to the fullest extent permitted by law, applicable and enforceable as to all shareholders, including shareholders owning an amount of stock over the Limit, notwithstanding any such finding.
ARTICLE V
Preemptive Rights
Holders of the capital stock of the Corporation shall not be entitled to preemptive rights with respect to any shares of the Corporation which may be issued.
ARTICLE VI
Initial
Directors
The persons who shall serve as the initial directors of the Corporation are: Richard G. Kott, Stephen E. Oliver, David A. Blake, Lloyd J. Eisenman, Cindy H. Finnie, David T. Flodstrom, Laurence J. Hueth, Jennifer Zaccardo, Norman J. Tonina, Jr. and Craig Curtis. The address of each initial director is 105 West 8th Street, Port Angeles, Washington 98362. The initial directors (or their successors) shall serve until the first annual meeting of shareholders, at which time they may stand for reelection, if so nominated, for terms based on the respective groups described in Part B of Article VII to which they have been nominated.
ARTICLE VII
Directors
A. Number. The Corporation shall be under the direction of a Board of Directors. The number of directors shall be as provided in the Corporation’s Bylaws, but in no event shall be fewer than five nor more than 15.
B. Classified Board. Effective beginning with the election of directors at the first annual meeting of shareholders, the Board of Directors, other than those directors who may be elected by the holders of any class or series of preferred stock, shall be divided into three groups, with each group containing one-third of the total number of directors, or as near as may be. The terms of the directors elected to serve in the first group shall expire at the second annual shareholders’ meeting, the terms of the directors elected to serve in the second group shall expire at the third annual shareholders’ meeting, and the terms of the directors elected to serve in the third group shall expire at the fourth annual shareholders’ meeting. At the second annual shareholders’ meeting and each annual shareholders’ meeting held thereafter, directors shall be elected for a term of three years to succeed those whose terms expire.
B. Election and Term. At each annual meeting of shareholders, the shareholders shall elect the directors to hold office until the next annual meeting of shareholders and until their respective successors are elected and qualified.
C. Vacancies. Any vacancy occurring in the Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors, whether or not there remains a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for a term which expires at the next shareholders’ meeting at which directors are elected. A directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term continuing only until the next election of directors by the shareholders.
ARTICLE VIII VII
Removal of Directors
Notwithstanding any other provisions of these Amended and Restated Articles of Incorporation or the Corporation’s Bylaws (and notwithstanding the fact that some lesser percentage may be specified by law, these Amended and Restated Articles of Incorporation or the Corporation’s Bylaws), any director or the entire Board of Directors may be removed only for cause and only by the affirmative vote of the holders of at least 80% of the total votes eligible to be cast at a special meeting of shareholders called for the purpose of removing the director. For purpose of this Article VIIIVII, “cause” shall mean fraudulent or dishonest acts, a gross abuse of authority in discharge of duties to the Corporation, or acts that are detrimental or hostile to the interests of the Corporation.
ARTICLE IX VIII
Registered Office and Agent
The registered office of the Corporation shall be located at 105 West 8th Street, Port Angeles, Washington 98362. The initial registered agent of the Corporation at such address shall be Laurence J. Hueth.
ARTICLE X
Notice for Shareholder Nominations and Proposals
A. Nominations for the election of directors and proposals for any new business to be taken up at any annual meeting of shareholders may be made by the Board of Directors of the Corporation or by any shareholder of the Corporation entitled to vote generally in the election of directors. In order for a shareholder of the Corporation to make any such nominations and/or proposals, he or shesaid shareholder shall give notice thereof in writing, that is received by the Secretary of the Corporation not less than 90 days noror more than 120 days prior to any such annual meeting; provided, however, that subject to the next succeeding sentence of this Section A, if less than 100 days’ notice of the date of the meeting is given to shareholders (eitherconvened more than 30 days prior to or delayed by mail or other transmission or by public announcement), such written notice shall be deliveredmore than 30 days after the anniversary of the preceding year’s annual meeting, or mailed, as prescribed, to the Secretary of the Corporationif no annual meeting was held in the preceding year, notice by the shareholder must be received not later than the close of the tenthbusiness on the later of (i) the 90th day before such annual meeting and (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall an adjournment or postponement of an annual meeting for which notice has been given commence a new time period for the giving of notice of the date of the meeting was first so given to shareholders.by a shareholder under this Section A. The term “public announcement” shall mean disclosure (i) in a press release reported by a nationally recognizednational news service, or (ii) in a document publicly filed or furnished by the Corporation with the U.S. Securities and Exchange Commission or (iii) on a website maintained by the Corporation.. Each such notice given by a shareholder with respect to nominations for election of directors shall set forth: (i) the name, age, business address and, if known, residence address of each nominee proposed in such notice, (ii) the principal occupation or employment of each such nominee, (iii) the number of shares of stock of the Corporation whichthat are beneficially owned by each such nominee, (iv) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the proposed nominee pursuant to Regulation 14A of the General Rules and Regulations of the Securities Exchange Act of 1934, including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected, and (v) as to the shareholder giving such notice: (a) his or her the shareholder’s name and address as they appear on the Corporation’s books and (b) the class and number of shares of the Corporation whichthat are beneficially owned by such shareholder., (vi) any potential transaction with the Corporation under consideration by the shareholder giving notice or the shareholder’s nominee, and (vii) any other information that would be required to be disclosed in a proxy statement or other filings in connection with solicitations of proxies for, as applicable, the proposal and/or the shareholder’s nominee(s) for election as director(s) in a contested election required to be filed pursuant to Section 14 of the Securities Exchange Act of 1934. In addition, the shareholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.
B. Each such notice given by a shareholder to the Secretary with respect to business proposals to bring before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (iii) the class and number of shares of the Corporation whichthat are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. Notwithstanding anything in these Amended and Restated Articles of Incorporation to the contrary, no business shall be conducted at the meeting except in accordance with the procedures set forth in this Article.
C. The ChairmanChair of the annual meeting of shareholders may, if the facts warrant, determine and declare to the meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if the ChairmanChair should so determine, the defective nomination or proposal shall be disregarded.
D. At any special meeting of shareholders, only business within the purpose or purposes described in the Corporation’s notice of the meeting may be conducted at the meeting.
ARTICLE XI IX
Approval of Certain Business Combinations
The shareholder vote required to approve Business Combinations (as hereinafter defined) shall be as set forth in this section.
A. 1. Except as otherwise expressly provided in this Article XIIX, the affirmative vote of the holders of (i) at least 80% of the outstanding shares entitled to vote thereon (and, if any class or series of shares is entitled to vote thereon separately, the affirmative vote of the holders of at least 80% of the outstanding shares of each such class or series), and (ii) at least a majority of the outstanding shares entitled to vote thereon, not including shares deemed beneficially owned by a Related Person (as hereinafter defined), shall be required to authorize any of the following:
(a) any merger or consolidation of the Corporation with or into a Related Person;
(b) any sale, lease, exchange, transfer or other disposition, including without limitation, a mortgage, or any other security device, of all or any Substantial Part (as hereinafter defined) of the assets of the Corporation (including without limitation any voting securities of a subsidiary) or of a subsidiary, to a Related Person;
(c) any merger or consolidation of a Related Person with or into the Corporation or a subsidiary of the Corporation;
(d) any sale, lease, exchange, transfer or other disposition of all or any Substantial Part of the assets of a Related Person to the Corporation or a subsidiary of the Corporation;
(e) the issuance of any securities of the Corporation or a subsidiary of the Corporation to a Related Person in exchange for cash, securities or other property (or a combination thereof) having an aggregate fair market value exceeding 25% of the total consolidated assets of the Corporation except pursuant to an employee benefit plan of the Corporation or any subsidiary of the Corporation;
(f) the acquisition by the Corporation or a subsidiary of the Corporation of any securities of a Related Person;
(g) any reclassification of the common stock of the Corporation, or any recapitalization involving the common stock of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of the Corporation’s common stock, or of outstanding securities convertible into the Corporation’s common stock, directly or indirectly held by any Related Person (a “Disproportionate Transaction”); provided, however, that no such transaction shall be deemed a Disproportionate Transaction if the increase in the proportionate ownership of the Related Person as a result of such transaction is no greater than the increase experienced by the other security holders generally;
(h) any liquidation or dissolution of the Corporation proposed by or on behalf of any Related Person; and
(i) any agreement, contract or other arrangement providing for any of the transactions described in this Article XIIX.
2. Such affirmative vote shall be required notwithstanding any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange which might otherwise permit a lesser vote or no vote.
3. The term “Business Combination” as used in this Article XIIX shall mean any transaction which is referred to in any one or more of subparagraphs (a) through (i) above.
B. The provisions of Part A of this Article XIIX shall not be applicable to any particular Business Combination, which shall require only such affirmative vote as is required by any other provision of these Articles of Incorporation, any provision of law, or any agreement with any regulatory agency or national securities exchange, if such particular Business Combination shall have been approved by two-thirds of the Continuing Directors (as hereinafter defined); provided, however, that such approval shall only be effective if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) is present.
C. For the purposes of this Article XIIX the following definitions apply:
1. The term “Related Person” shall mean and include (a) any individual, corporation, partnership or other person or entity which together with its “affiliates” (as that term is defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934), that “beneficially owns” (as that term is defined in Rule 13d-3 of the General Rules and Regulations under the Securities Act of 1934) in the aggregate 10% or more of the outstanding shares of the common stock of the Corporation (excluding tax-qualified benefit plans of the Corporation); and (b) any “affiliate” (as that term is defined in Rule 12b-2 under the Securities Exchange Act of 1934) of any such individual, corporation, partnership or other person or entity. Without limitation, any shares of the common stock of the Corporation which any Related Person has the right to acquire pursuant to any agreement, or upon exercise or conversion rights, warrants or options, or otherwise, shall be deemed “beneficially owned” by such Related Person.
2. The term “Substantial Part” shall mean more than 25% of the total assets of the Corporation or of a subsidiary, as applicable (in the case of a transaction under subparagraph A.1(b) of this Article XIIX), or of a Related Person (in the case of a transaction under subparagraph A.1(d) of this Article XIIX) as of the end of its most recent fiscal year prior to when the determination is made.
3. The term “Continuing Director” shall mean any member of the Board of Directors of the Corporation who is unaffiliated with the Related Person and was a member of the Board of Directors prior to the time the Related Person became a Related Person, and any successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board of Directors.
4. The term “Continuing Director Quorum” shall mean seventy-five percent (75%) of the Continuing Directors capable of exercising the powers conferred on them.
D. Nothing contained in this Article XIIX shall be construed to relieve a Related Person from any fiduciary obligation imposed by law. In addition, nothing contained in this Article XIIX shall prevent any shareholders of the Corporation from objecting to any Business Combination and from demanding any appraisal rights which may be available to such shareholder.
E. No amendment, alteration, change or repeal of any provision of the Article XIIX may be effected unless it is approved at a meeting of the Corporation’s shareholders called for that purpose. Notwithstanding any other provision of these Articles of Incorporation, the affirmative vote of the holders of not less than 80% of the outstanding shares entitled to vote thereon shall be required to amend, alter, change, or repeal, directly or indirectly, any provision of this Article XIIX; provided, however, that the preceding provisions of this Part E shall not be applicable to any amendment to this Article XIIX if such amendment receives this affirmative vote required by law and any other provisions of these Articles of Incorporation and if such amendment has been approved by a majority of the Continuing Directors.
ARTICLE XII
Evaluation of Business Combinations and Other Transactions
In connection with the exercise of its judgment in determining what is in the best interests of the Corporation and of the shareholders, when evaluating (and making any recommendation to the Corporation’s shareholders with regard to) a Business Combination (as defined in Article XIIX), a tender or exchange offer or any other actual or proposed transaction whichthat would or may involve a change in control of the Corporation (whether by purchases of shares of stock or any other securities of the Corporation in the open market, or otherwise, tender offer, merger, consolidation, share exchange, dissolution, liquidation, sale of all or substantially all of the assets of the Corporation, proxy solicitation or otherwise), the Board of Directors of the Corporation, in addition to considering the adequacy of the amount to be paid in connection with any such transaction, may consider all of the following factors and any other factors which it deems relevant: (i) the social and economic effects of the transaction on the Corporation and its subsidiaries, employees, depositors, loan and other customers, creditors and other elements of the communities in which the Corporation and its subsidiaries operate or are located; (ii) the business and financial condition and earnings prospects of the acquiring person or entity, including, but not limited to, debt service and other existing financial obligations, financial obligations to be incurred in connection with the acquisition and other likely financial obligations of the acquiring person or entity and the possible effect of such conditions upon the Corporation and its subsidiaries and the other elements of the communities in which the Corporation and its subsidiaries operate or are located; and (iii) the competence, experience, and integrity of the acquiring person or entity and its or their management.
ARTICLE XIII XI
Limitation of Directors’ Liability
To the fullest extent permitted by the WBCA, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for conduct as a director, except for liability of the director for acts or omissions that involve: (i) intentional misconduct by the director; (ii) a knowing violation of law by the director; (iii) conduct violating RCW Section 23B.08.310 (relating to unlawful distributions by the Corporation); or (iv) any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled. If the WBCA is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the full extent permitted by the WBCA, as so amended, without any requirement or further action by shareholders. An amendment or repeal of this Article XIIIXI shall not adversely affect any right or protection of a director of the Corporation existing at the time of such amendment or repeal.
ARTICLE XIV XII
Indemnification
The Corporation shall indemnify and advance expenses to its directors, officers, agents and employees as follows:
A. Directors and Officers. In all circumstances and to the full extent permitted by the WBCA, the Corporation shall indemnify any person who is or was a director or officer of the Corporation and who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal (including an action by or in the right of the Corporation), by reason of the fact that hesaid person is or was a director or officer of the Corporation, against expenses, judgments, fines, and amounts paid in settlement and incurred by him in connection with such action, suit or proceeding. However, such indemnity shall not apply to: (a) acts or omissions of the director or officer in connection with a proceeding by or in the right of the Corporation in which the director or officer is finally adjudged liable to the Corporation; (b) conduct of the director or officer finally adjudged to violate RCW Section 23B.08.310 (relating to unlawful distributions by the Corporation) or (c) any transaction with respect to which it was finally adjudged that such director andor officer personally received a benefit in money, property or services to which the director or officer was not legally entitled. Any indemnification payments made pursuant to this Section A of this Article XIVXII are subject to and conditioned upon their compliance with Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit Insurance Corporation (12 C.F.R. Part 359). The Corporation shall advance expenses incurred in a proceeding for such persons pursuant to the terms set forth in a separate directors’ resolution or contract.
B. Implementation. The Board of Directors may take such action as is necessary to carry out these indemnification and expense advancement provisions. It is expressly empowered to adopt, approve and amend from time to time such bylaws, resolutions, contracts or further indemnification and expense advancement arrangements as may be permitted by law, implementing these provisions. Such bylaws, resolutions, contracts or further arrangements shall include, but not be limited to, implementing the manner in which determinations as to any indemnity or advancement of expenses shall be made.
C. Survival of Indemnification Rights. No amendment or repeal of this Article XIVXII shall apply to or have any effect on any right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.
D. Employees and Agents. The Corporation may, by action of the Board of Directors, provide indemnification and pay expenses in advance of the final disposition of a proceeding to employees and agents of the Corporation with the same scope and effect as the provisions of this Article XIVXII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation or pursuant to rights granted under, or provided by, the WBCA or otherwise.
E. Service for Other Entities. The indemnification and advancement of expenses provided under this Article XIVXII shall apply to directors, officers, employees or agents of the Corporation for both (a) service in such capacities for the Corporation and (b) service at the Corporation’s request as a director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. A person is considered to be serving an employee benefit plan at the Corporation’s request if such person’s duties to the Corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan.
F. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against himsaid person and incurred by him in such capacity or arising out of histhe individual’s status as such, whether or not the Corporation would have had the power to indemnify himsaid person against such liability under the provisions of this bylaw and the WBCA.
G. Other Rights. The indemnification provided by this section shall not be deemed exclusive of any other right to which those indemnified may be entitled under any other bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in hisan official capacity and as to action in another capacity while holding such an office, and shall continue as to a person who has ceased to be a director, trustee, officer, employee or agent and shall inure to the benefit of the heirs executors, and administrators of such person.
ARTICLE XVXIII
Special Meeting of Shareholders
Special meetings of the shareholders for any purpose or purposes may be called only by the Chief Executive Officer or by the Board of Directors. The right of shareholders of the Corporation to call special meetings is specifically denied.
ARTICLE XVI XIV
Repurchase of Shares
The Corporation may from time to time, pursuant to authorization by the Board of Directors of the Corporation and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness or other securities of the Corporation in such manner, upon such terms, and in such amounts as the Board of Directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law.
ARTICLE XVII
Amendment of Bylaws
In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, repeal, alter, amend and rescind the Bylaws of the Corporation by a majority vote of the Boarddirectors, based on the number of Directors.directors fixed in accordance with the Bylaws, including any vacancies. Notwithstanding any other provision of these Amended and Restated Articles of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law), the Bylaws shall not be adopted, repealed, altered, amended or rescinded by the shareholders of the Corporation except by the vote of the holders of not less than 80% of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting), or, as set forth above, by the Board of Directors.
ARTICLE XVIII XVI
Amendment of Articles of Incorporation
The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in these Amended and Restated Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on shareholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles II, III, IV (other than a change to the number of authorized shares of the Corporation’s capital stock), V, VI, VII, VIII, X, XIIX (except as provided in Part E. of Article IX), X, XI),, XII, XIII, XIV, XV, XVII, XIX and XXXVIII and this Article XVIIIXVI of these Articles of Incorporation may not be repealed, altered, amended or rescinded in any respect unless the same is approved by the affirmative vote of the holders of not less than 80% of the votes entitled to be cast by each separate voting group entitled to vote thereon, cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting).
ARTICLE XIX XVII
Shareholder Vote Required on Certain Matters
Subject to Articles IX and XVI of these Amended and Restated Articles of Incorporation, if shareholder approval of any of the following matters is required under the WBCA, such matter may be approved by a majority of the votes in each voting group (except as otherwise provided in Article XXXVIII of these Amended and Restated Articles of Incorporation) entitled to be cast on such matter: (a) amendment to these Amended and Restated Articles of Incorporation, (b) a plan of merger or share exchange of the Corporation with any other corporation; (c) the sale, lease, exchange, or other disposition, whether in one transaction or a series of transactions, by the Corporation of all or substantially all of the Corporation’s property other than in the usual and regular course of business; or (d) the dissolution of the Corporation. This Article is intended to reduce the voting requirements otherwise prescribed by the WBCA with respect to the foregoing matters, subject to Articles IX and XVI of these Amended and Restated Articles of Incorporation
ARTICLE XX XVIII
Limitation of Separate Class Voting to Extent Permitted by Law
Except to the extent expressly provided in the preferences, limitations, voting powers, and relative rights set forth in these Amended and Restated Articles of Incorporation or any amendment thereto with respect to a particular class or series of shares, the holders of each outstanding class or series of shares of the Corporation are not entitled to vote as a separate voting group: (a) on any amendment to these Amended and Restated Articles of Incorporation with respect to which such class or series would otherwise be entitled under RCW 23B.10.040(1)(a), (e), or (f) to vote as a separate voting group, (b) on any plan of merger or share exchange with respect to which such class or series would otherwise be entitled under RCW 23B.11.035 to vote as a separate voting group, or (c) on any transaction pursuant to RCW 23B.12.020.
ARTICLE XXI
Incorporator
The name and mailing address of the incorporator is Levon L. Mathews, 105 West 8th Street, Port Angeles, Washington 98362.
* * *
IN WITNESS WHEREOF, the Corporation has caused these Amended and Restated Articles of Incorporation to be executed this 25TH day of August, 2014. May, 2022.
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President and Chief Executive Officer |
Exhibit 3.2
BYLAWS
OF
FIRST NORTHWEST BANCORP
ARTICLE I
Principal Office
SECTION 1. Principal Office. The principal office and place of business of the corporation in the state of Washington shall be located in the City of Port Angeles, Clallam County.
SECTION 2. Other Offices. The corporation may have such other offices as the Board of Directors (the "Board") may designate or the business of the corporation may require from time to time.
ARTICLE II
Shareholders
SECTION 1. Place of Meetings. All annual and special meetings of the shareholders shall be held at the principal office of the corporation or at such other place within or outside the State of Washington as the Board may determine.
SECTION 2. Annual Meeting. A meeting of the shareholders of the corporation for the election of Directors and for the transaction of any other business of the corporation shall be held at a date and time as the Board may determine.
SECTION 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes shall be called in accordance with the procedures set forth in the Articles of Incorporation. Only business within the purpose or purposes described in the meeting notice may be conducted at a special meeting of the shareholders.
SECTION 4. Conduct of Meetings. Annual and special meetings shall be conducted in accordance with rules prescribed by the presiding officer of the meeting, unless otherwise prescribed by these Bylaws. The Board shall designate, when present, either the ChairmanChairperson of the Board or the President to preside at such meetings.
SECTION 5. Notice of Meeting. Notice in writing or by electronic transmission, in either case in accordance with Section 23B.01.410 of the Revised Code of Washington, stating the place, date and time of the meeting and, in the case of a special meeting of shareholders, a description of the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the ChairmanChairperson of the Board, the Vice-ChairmanChairperson, the President, or the Secretary calling the meeting, to each shareholder of record entitled to vote at such meeting; provided, however, that notice of a shareholders meeting to act on an amendment to the Articles of Incorporation, a plan of merger or share exchange, a proposed sale of assets pursuant to Section 23B.12.020 of the Revised Code of Washington or any successor statutory provision, or the dissolution of the corporation, shall be given no fewer than 20 nor more than 60 days before the meeting date. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the corporation as of the record date prescribed in Section 6 of this Article II, with postage thereon prepaid. When any shareholders' meeting, either annual or special, is adjourned for 120 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the date, time and place of any meeting adjourned for less than 120 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.
| First Northwest Bancorp Bylaws | Page 1 of 11 | Amended: |
SECTION 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board shall fix, in advance, a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 70 days, and in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the day before the date on which the first notice of the meeting is delivered or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of the meeting, unless the Board fixes a new record date, which it must do if the meeting is adjourned more than 120 days after the date is fixed for the original meeting.
SECTION 7. Voting Lists. At least 10 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. This list of shareholders shall be kept on file at the principal office of the corporation or at a place identified in the meeting notice in the city where the meeting will be held and shall be subject to inspection by any shareholder, the shareholder’s agent or the shareholder’s attorney at any time during regular business hours and at the shareholder’s expense, for a period of 10 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder, the shareholder’s agent or the shareholder’s attorney at any time during the meeting or any adjournment. The original stock transfer book shall be prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this Bylaw shall not affect the validity of any action taken at the meeting.
SECTION 8. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. If a quorum is present or represented at a meeting, a majority of those present or represented may transact any business which comes before the meeting, unless a greater percentage is required by law, the Articles of Incorporation, or these Bylaws. If less than a quorum of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.. Once a share is represented for any purpose at a meeting other than solely to object to holding the meeting or transacting business at the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting in accordance with the original meeting notice, and in the case of any adjourned meeting called for the election of Directors, those who attend the second of the adjourned meetings, although less than a quorum, shall nevertheless constitute a quorum for the purpose of electing Directors..
SECTION 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by hisa duly authorized attorney in fact or by any other means of voting by proxy permitted under the Washington Business Corporation Act (or any successor law), including, without limitation, via electronic transmission. Proxies solicited on behalf of management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Directors then in office or by a committee of the Board appointed in accordance with Article IV, Section 1. All proxies shall be filed with the Secretary of the corporation before or at the commencement of meetings. An appointment of a proxy is valid for eleven months unless a longer period is expressly provided in the appointment. An appointment of a proxy is revocable by the shareholder unless the appointment indicates that it is irrevocable and the appointment is coupled with an interest.
| First Northwest Bancorp Bylaws | Page 2 of 11 | Amended: |
SECTION 10. Voting. Except as otherwise provided in the Articles of Incorporation or by law, each outstanding share of capital stock of the corporation shall be entitled to one vote on each matter voted on at a shareholders' meeting. Unless otherwise provided in the Articles of Incorporation, law, or these Bylaws, if a quorum exists, any action, other than the election of Directors, is approved by a voting group if the votes cast within the voting group favoring the action exceed the votes cast within the group opposing the action. In any election of Directors the candidates elected are those receiving the largest number of votes cast by the shares entitled to vote in the election, up to the number of Directors to be elected by such shares.
SECTION 11. Acceptance of Votes. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of a shareholder of the corporation, the corporation may accept the vote, consent, waiver or proxy appointment and give effect to it as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer, partner or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian or conservator representing the shareholder; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder; (iv) the name signed purports to be that of a pledgee, beneficial owner or attorney-in-fact of the shareholder; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of its execution.
SECTION 12. Action by Shareholders Without Meeting. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter.
ARTICLE III
Board of Directors
SECTION 1. General Powers. All corporate powers shall be exercised by, or under authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board. The Board shall annually elect a ChairmanChairperson of the Board and a Vice-ChairmanChairperson from among its members and shall designate, when present, either the ChairmanChairperson or the Vice-ChairmanChairperson to preside at its meetings.
SECTION 2. ChairmanChairperson and Vice-ChairmanChairperson.
(a) Board ChairmanChairperson. The ChairmanChairperson of the Board shall be nominated and elected in accordance with the procedure described in this section. At least thirty (30) days before the regularly scheduled Board meeting that immediately precedes the annual organizational meeting of the Board, the Nominating and Corporate Governance Committee shall meet and prepare a report recommending a nominee or nominees for ChairmanChairperson to be submitted to the Board at said regular meeting. Other nominations may be made by the Directors in attendance at said meeting. The ChairmanChairperson shall be elected at the annual organizational meeting from among the nominees so designated. The term of office of the ChairmanChairperson shall be one (1) year, or until the Chairman’sChairperson’s successor is elected and qualified.
| First Northwest Bancorp Bylaws | Page 3 of 11 | Amended: |
(b) Board Vice-ChairmanChairperson. The Vice-ChairmanChairperson of the Board shall be nominated and elected in accordance with the procedure described in this section. At least thirty (30) days before the regularly scheduled Board meeting that immediately precedes the annual organizational meeting of the Board, the Nominating and Corporate Governance Committee shall meet and prepare a report recommending a nominee or nominees for Vice-ChairmanChairperson to be submitted to the Board at said regular meeting. The then-current ChairmanChairperson may submit recommendations to the Nominating and Corporate Governance Committee for consideration. Other nominations may be made by the Directors in attendance at said meeting. Immediately following election of the ChairmanChairperson, the Vice-ChairmanChairperson shall be elected at the annual organizational meeting from among the nominees so designated.
The Vice-ChairmanChairperson shall communicate regularly with the ChairmanChairperson and the Chief Executive Officer of the corporation, so as to be fully apprised of the business of the corporation and adequately prepared to succeed to the duties of the ChairmanChairperson if events so require. The Vice-ChairmanChairperson shall perform all duties of the ChairmanChairperson in the event the office of ChairmanChairperson shall become vacant or if the ChairmanChairperson is unavailable to perform necessary duties of the office for more than 14 days due to disability or otherwise. The Vice-ChairmanChairperson shall continue to perform such duties and serve in all respects as Board ChairmanChairperson until such time as a new ChairmanChairperson is elected. The Vice-ChairmanChairperson shall perform such additional duties as may be requested by the ChairmanChairperson.
SECTION 3. Number, Term and Election. Subject to the limitations on the number of Directors set forth in the Articles of Incorporation, the number of Directors of the corporation shall be fixed from time to time exclusively by resolution adopted by the Board. Except for any Directors elected by the holders of one or more series of preferred stock, voting separately as a class, the terms of the corporation’s Directors shall be staggered in accordance with the provisions of the corporation’s Articles of Incorporation. Directors shall be elected by ballot each year at the annual meeting of shareholders. Directors shall serve until the next annual meeting of shareholders and until their respective successors are elected and qualified.
SECTION 4. Regular and Special Meetings. Regular meetings of the Board will be held on the dates and at the times and places determined by resolution of the Board. The annual organizational meeting of the Board shall be held immediately after the annual shareholders’ meeting at the same location at which such meeting was held or, if not held at that time, as soon as practicable thereafter at the date, time, and location specified in the notice of such meeting.
Special meetings of the Board may be called by or at the request of the ChairmanChairperson, the President, or one-third of the Directors then in office. The persons authorized to call special meetings of the Board may fix any place, within or outside the State of Washington, as the place for holding any special meeting of the Board called by such persons.
Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating can hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 5. Notice of Special Meetings. Notice in writing or by electronic transmission, in either case in accordance with Section 23B.01.410 of the Revised Code of Washington, of the date, time and place of any special meeting shall be given to each Director at least two days prior thereto delivered personally, by electronic transmission (provided that the Director has consented to receive an electronically transmitted notice either (i) in the form of a record and has designated in the consent the address, location or system to which such notice may be electronically transmitted or (ii) by any other means permitted under Section 23B.01.410 of the Revised Code of Washington) or by facsimile or at least five days previous thereto delivered by mail at the address at which the Director is most likely to be reached. If mailed to the address at which the Director is most likely to be reached, such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting by a writing filed with the Secretary. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director at the beginning of the meeting, or promptly upon his or her arrival at the meeting, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action approved at the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of the Board need be specified in the notice or waiver of notice of such meeting.
| First Northwest Bancorp Bylaws | Page 4 of 11 | Amended: |
SECTION 6. Quorum. A majority of the number of Directors fixed in accordance with Section 3 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III.
SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting or adjourned meeting at which a quorum is present shall be the act of the Board, unless a greater number is prescribed by law, the Articles of Incorporation, or these Bylaws.
SECTION 8. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if one or more consents describing the action so taken are executed by each Director either before or after the action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, which consents are set forth either (a) in an executed record or (b) if the corporation has designated an address, location, or system to which the consents may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.
SECTION 9. Resignation. Any Director may resign at any time by delivering notice in the form of an executed resignation to the Board, the ChairmanChairperson, the President or the Secretary. A notice of resignation is effective when the resignation is delivered unless the resignation specifies a later effective date, or an effective date determined upon the happening of an event or events.
SECTION 10. Vacancies. Vacancies occurring in the Board may be filled only in accordance with the procedures set forth in the Articles of Incorporation.
SECTION 11. Compensation. The Directors will be entitled to receive such reasonable compensation for their services as Directors and as members of any committee appointed by the Board, as well as for attendance at meetings, as may be fixed by the Board, and may be reimbursed by the corporation for ordinary and reasonable expenses incurred in the performance of their duties.
SECTION 12. Presumption of Assent. A Director of the corporation who is present at a meeting of the Board at which corporate action is approved shall be deemed to have assented to the action taken unless (a) the Director objects at the beginning of the meeting, or promptly upon the Director's arrival, to holding it or transacting business at the meeting; (b) the Director's dissent or abstention as to the action is entered in the minutes of the meeting; or (c) the Director delivers notice of the Director's dissent or abstention as to the action to the presiding officer of the meeting before adjournment or to the corporation within a reasonable time after adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
| First Northwest Bancorp Bylaws | Page 5 of 11 | Amended: |
SECTION 13. Performance of Duties. A Director shall perform his or herall duties as a Director, including the duties as a member or any committee of the Board upon which he or she may serve, in good faith, in a manner he or she reasonably believesbelieved to be in the best interest of the corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing such duties, a Director shall be entitled to rely on information, opinionopinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: (i) one or more officers or employees of the corporation or its subsidiaries whom the Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person's professional or expert competence; or (iii) a committee of the Board on which he or shethe Director does not serve, which committee the Director reasonably believes to merit confidence. However, a Director shall not be considered to be acting in good faith if he or shesaid Director has knowledge concerning the matter in question that would cause such reliance to be unwarranted.
SECTION 14. Additional Qualifications. Each Director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the corporation, excluding any shares that the Director has received pursuant to the corporation’s benefit programs. A person shall not be a Director of the corporation if that individual: (i) is not a resident of the United States; (ii) has been adjudicated a bankrupt or has taken the benefit of any insolvency law or has made a general assignment for the benefit of creditors; (iii) has suffered a judgment for a sum of money which has remained unsatisfied after all legal proceedings have been of record or unsecured on appeal for a period of more than three months;(; (iv) if he or she is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty against whom a banking agency has, within the past ten (10) years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and subject to appealis prohibited from participating in the affairs of any insured depository institution pursuant to Section 19 of the Federal Deposit Insurance Act or otherwise is deemed not qualified to serve as a Director of the corporation or any of its subsidiaries by a banking agency that regulates the corporation or any of its subsidiaries; or (v) with the exception of any wholly- owned subsidiaries of the corporation, is a Director of a bank, trust company, or national banking association, a majority of the Board of Directors of which are Directors of this corporation.
SECTION 15. Mandatory Retirement. A Director is required to retire from the Board effective as of the first annual shareholders' meeting after attaining seventy-five (75) years of age.
ARTICLE IV
Committees of the Board of Directors
SECTION 1. Appointment. The Board may, by resolution adopted by the greater of a majority of the Board then in office and the number of Directors required to take action in accordance with these Bylaws, create one or more committees, each consisting of two (2) or more Directors, to serve at the pleasure of the Board. All committee members are to be appointed by resolution adopted by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws. The then-current ChairmanChairperson of the Nominating and Corporate Governance Committee may submit recommendations for committee members for consideration prior to the appointment of committee members. Among the committees created by the Board, one committee will be established as the Executive Committee, consisting of at least three (3) Directors...
SECTION 2. Authority. Any committee created by the Board shall have all the authority of the Board, except to the extent, if any, that such authority shall be limited by the Board; and except also that no committee shall have the authority of the Board to: approve a distribution except according to a general formula or method prescribed by the Board; approve or propose to shareholders a corporate action that the Washington Business Corporation Act (or any successor law) requires be approved by shareholders; fill vacancies on the Board or on any of its committees; amend the corporation’s Articles of Incorporation in a manner that does not require shareholder approval; adopt, amend, or repeal these Bylaws; approve a plan of merger not requiring shareholder approval; or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the Board may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the Board.
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SECTION 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of a committee shall hold office until his or hera successor is appointed by the Board.
SECTION 4. Meetings. Unless the Board shall otherwise provide, regular meetings of any committee shall be at such times and places as are determined by the Board, or by any such committee. Special meetings of any such committee may be held at the principal executive office of the corporation, or at any place which has been designated from time to time by resolution of such committee or by consent of all members thereof, and may be called by any member thereof upon notice stating the place, date, and hour of the meeting, which notice shall be given in the manner provided for the giving of notice to Directors of the time and place of special meetings of the Board in Article III, Section 4, or waived in the manner provided in Article III, Section 5.
Any or all members of a committee may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all members participating can hear each other during the meeting. A committee member participating in a meeting by this means is deemed to be present in person at the meeting.
SECTION 5. Quorum. A majority of the members of a committee shall constitute a quorum for the transaction of any business at a meeting thereof, and action of a committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.
SECTION 6. Action Without a Meeting. Any action required or permitted to be taken by any committee at a meeting may be taken without a meeting if one or more consents setting forth the action so taken are executed by each member of the committee either before or after the action becomes effective, and delivered to the corporation for inclusion in the minutes or filing with the corporate records, each of which consent is set forth either (a) in an executed record or (b) if the corporation has designated an address, location, or system to which the consents may be electronically transmitted and the consent is electronically transmitted to the designated address, location, or system, in an executed electronically transmitted record.
SECTION 7. Vacancies. Any vacancy in a committee may be filled as soon as practicable by the greater of a majority of the Directors then in office and the number of Directors required to take action in accordance with these Bylaws.
SECTION 8. Resignations and Removal. Any member of a committee may be removed at any time with or without cause by resolution adopted by a majority of the Directors then in office. Any member of a committee may resign from the committee at any time by delivering notice in the form of an executed resignation to the Board, the ChairmanChairperson of the Board, the President or the Secretary. A notice of resignation is effective when the resignation is delivered unless the resignation specifies a later effective date, or an effective date determined upon the happening of an event or events.
SECTION 9. Procedure. Unless the Board otherwise provides, each committee may fix its own rules of procedure which shall not be inconsistent with these Bylaws or with any charter adopted by the Board for the committee. The committee shall keep regular minutes of its proceedings and report the same to the Board for its information at the meeting held next after the proceedings shall have occurred.
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ARTICLE V
Officers
SECTION 1. Positions. The officers of the corporation shall include a President, one or more vice presidents, a Secretary and a Treasurer, each of whom shall be appointed by the Board. The Board may also designate the ChairmanChairperson of the Board as an officer. The President shall be the Chief Executive Officer unless the Board determines otherwise. The offices of the Secretary and Treasurer may be held by the same person and a vice president may also be either the Secretary or the Treasurer. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board may also elect or authorize the appointment of such other officers as the business of the corporation may require. The officers shall have such authority and perform such duties as the Board may from time to time authorize or determine. In the absence of action by the Board, the officers shall have such powers and duties as generally pertain to their respective offices.
SECTION 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board at the first meeting of the Board held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until hisa successor shall have been duly elected and qualified or until his death, resignation or until he shall resign or shall have been removedremoval in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. The Board may authorize the corporation to enter into an employment contract with any officer in accordance with applicable law. Any officer of the corporation who also serves as a Director of the corporation, shall resign as a Director effective with such resignation, removal, disqualification or otherwise, as an officer of the corporation.
SECTION 3. Removal. Any officer may be removed by vote of two-thirds of the Board, whenever, in its judgment, the best interests of the corporation will be served by doing so. Removal, other than for cause, shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an officer will not of itself create contract rights.
SECTION 4. Vacancies. At the recommendation and nomination of the President, a vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
SECTION 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board giving due regard to the recommendations of the President and no officer shall be prevented from receiving such remuneration by reason of the fact that he is also being a Director of the corporation.
SECTION 6. Secretary. The Secretary shall prepare and maintain full and correct records of all meetings of the shareholders and of the Board. The Secretary shall promptly inform the Board of Governors of the Federal Reserve System in writing of any change in the address of the office of the corporation or the location of its principal records. He or sheThe Secretary shall perform such other duties as he or she may be directed to perform by resolution of the Board not inconsistent with applicable law, regulations and these Bylaws.
The Board may appoint one or more Assistant Secretaries, and may authorize them, under the direction of the Secretary of the corporation, to perform any of the duties entrusted to, and delegated by, the Secretary.
| First Northwest Bancorp Bylaws | Page 8 of 11 | Amended: |
ARTICLE VI
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. Except as otherwise prescribed by these Bylaws with respect to certificates for shares, the Board may authorize any officer, employee, or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name, unless authorized by the Board. Such authority may be general or confined to specific instances.
SECTION 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness in the name of the corporation shall be signed by one or more officers, employees, or agents of the corporation in such manner as shall from time to time be determined by the Board.
SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposits from time to time to the credit of the corporation in any of its duly authorized depositories as the Board may select.
SECTION 5. Contracts with Directors and Officers. To the fullest extent authorized by and in conformance with Washington law, the corporation may enter into contracts with and otherwise transact business as vendor, purchaser, or otherwise, with its Directors, officers, employees and shareholders and with corporations, associations, firms, and entities in which they are or may become interested as Directors, officers, shareholders, or otherwise, as freely as though such interest did not exist, except that no loans shall be made by the corporation secured by its shares, other than a loan made by the corporation to a tax-qualified employee stock ownership plan of the corporation or any of its affiliates. In the absence of fraud, the fact that any Director, officer, employee, shareholder, or any corporation, association, firm or other entity of which any Director, officer, employee or shareholder is interested, is in any way interested in any transaction or contract shall not make the transaction or contract void or voidable, or require the Director, officer, employee or shareholder to account to the corporation for any profits therefrom if the transaction or contract is or shall be authorized, ratified, or approved by (i) the vote of a majority of the Directors then in office excluding any interested Director or Directors, (ii) the written consent of the holders of a majority of the shares entitled to vote, or (iii) a general resolution approving the acts of the Directors and officers adopted at a shareholders meeting by vote of the holders of the majority of the shares entitled to vote. All loans to officers and Directors shall be subject to Federal and state laws and regulations. Nothing herein contained shall create or imply any liability in the circumstances above described or prevent the authorization, ratification or approval of such transactions or contracts in any other manner.
SECTION 6. Shares of Another Corporation. Shares of another corporation held by this corporation may be voted by the President or any vice president, or by proxy appointment form executed by either of them, unless the Board by resolution shall designate some other person to vote the shares.
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ARTICLE VII
Shares of Capital Stock and Their Transfer
SECTION 1. Certificates for Shares and Uncertificated Shares. Certificates representing shares of capital stock of the corporation shall be in such form as shall be determined by the Board and consistent with applicable law. Such certificates shall be signed by the Chief Executive Officer, if any, the President, any vice president or by any other officer of the corporation authorized by the Board, attested by the Secretary or an Assistant Secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for the like number of shares has been surrendered and canceled, except that in case of a lost or destroyed certificate, a new certificate may be issued therefor upon such terms and indemnity to the corporation as the Board may prescribe. Notwithstanding the foregoing, the Board may provide by resolution or resolutions that some or all of the shares of any or all classes or series of the corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by certificates until such certificate is surrendered to the corporation. In addition, notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation theretofore represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by, or in the name of the corporation as set forth above, certifying the number of shares owned by such stockholdershareholder in the corporation.
SECTION 2. Transfer of Shares. Stock of the corporation shall be transferable in the manner prescribed by applicable law and in these Bylaws. Transfers of stock shall be made on the books of the corporation, and in the case of certificated shares of stock, only by the person named in the certificate or by such person’s attorney lawfully constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer and payment of all necessary transfer taxes; or, in the case of uncertificated shares of stock, upon receipt of proper transfer instructions from the registered holder of the shares or by such person’s attorney lawfully constituted in writing, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form; provided, however, that such surrender and endorsement, compliance or payment of taxes shall not be required in any case in which the officers of the corporation shall determine to waive such requirement. With respect to certificated shares of stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant Secretary of the corporation or the transfer agent thereof. No transfer of stock shall be valid as against the corporation for any purpose until it shall have been entered in the stock records of the corporation by an entry showing from and to whom transferred.
SECTION 3. Certification of Beneficial Ownership. The Board may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such shareholder are held for the account of a specified person or persons. Upon receipt by the corporation of a certification complying with such procedure, the persons specified in the certification shall be deemed, for the purpose or purposes set forth in the certification, to be the holders of record of the number of shares specified in place of the shareholder making the certification.
SECTION 4. Lost Certificates. The Board may direct a new certificate or uncertificated shares to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issuance of a new certificate or uncertificated shares, the Board may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or histhe owner’s legal representative, to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.
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ARTICLE VIII
Fiscal Year; Annual Audit
The fiscal year of the corporation shall end on the last day of December of each year. The corporation shall be subject to an annual audit as of the end of its fiscal year by the independent public accountants appointed by and responsible to the Board.
ARTICLE IX
Dividends
Subject to the terms of the corporation's Articles of Incorporation and the laws of the State of Washington, the Board may, from time to time, declare, and the corporation may pay, dividends upon its outstanding shares of capital stock.
ARTICLE X
Amendments
In accordance with the corporation's Articles of Incorporation, these Bylaws may be repealed, altered, amended or rescinded by the shareholders of the corporation only by vote of not less than 80% of the outstanding shares of capital stock of the corporation entitled to vote generally in the election of Directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, the Board may repeal, alter, amend or rescind these Bylaws by vote of a majority vote of the Directors then, based on the number of directors fixed in officeaccordance with these Bylaws, including any vacancies.
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Amended this 22nd_____day of January, 2019May, 2022.
| First Northwest Bancorp Bylaws | Page 11 of 11 | Amended: |