Add
TAMB to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| TAMB > SEC Filings for TAMB > Form 8-K on 8-Jan-2009 | All Recent SEC Filings |
8-Jan-2009
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year
Amendments to Articles of Incorporation
On January 8, 2009 Tamalpais Bancorp (the "Company") received the written consent from a majority of its shareholders to amend its Articles of Incorporation. As of the current date 2,045,159 shares of common stock (53.49% of the 3,823,634 shares entitled to vote) have voted to consent to the change in the Company's Articles of Incorporation, 43,046 shares (1.13% of shares entitled to vote) have voted to withhold consent, and 2,530 shares (0.07% of shares entitled to vote) have abstained. Since the Company has received the requisite consents to amend its Articles of Incorporation, the consent solicitation has expired.
Subject to acceptance by the Secretary of State of the State of California, Article Four of the Articles of Incorporation of the Company is amended to read in full as follows:
"FOUR. (a) This corporation is authorized to issue two classes of shares designated "Preferred Stock" and "Common Stock" respectively. The number of shares of Preferred Stock authorized to be issued is 10,000,000 and the number of shares of Common Stock authorized to be issued is 10,000,000.
(b) The Board of Directors is authorized, by resolution or resolutions from time to time adopted, to provide for the issuance of Preferred Stock in one or more series. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to and imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.
(c) Each share of each series of Preferred Stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of the Corporation of the same series."
The amended Articles of Incorporation were filed with the Secretary of State of the State of California on January 8, 2009.
|
|