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December 14, 1972
Honorable Walt 0. Knowles
State Representative, Fourth District
925 W. Sprague
Spokane, Washington 99204
Cite as: AGLO 1972 No. 88 (not official)
This is written in response to your recent letter requesting our opinion regarding the applicability of the cumulative voting provisions of RCW 23A.08.300 to a state bank or trust company which is subject to the provisions of RCW 30.12.010.
As you have noted, RCW 30.12.010, in dealing with meetings of the stockholders of a bank or trust company which is subject to this statute, provides that:
". . . At all stockholders' meetings, each share shall be entitled to one vote. . . ."
However, you have also noted by way of contrast the following provisions of RCW 23A.08.300:
". . . Unless the articles of incorporation otherwise provide, at each election for directors every shareholder entitled to vote at such election shall have the right to vote in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates."
Obviously, there is a conflict between these two statutes. However, it is an easily resolved conflict ‑ for the act in which RCW 23A.08.300, supra, is contained (i.e., the business corporation act of 1965) expressly states, in RCW 23A.08.010, that:
[[Orig. Op. Page 2]]
"Corporations may be organized under this title for any lawful purpose or purposes, except for the purpose of banking or engaging in business as an insurer, and except:
"(1) Where special provision is made by law for the preparation, contents and filing of articles of incorporation of designated classes of corporations, such corporations shall be formed under such special provisions, and not hereunder.
"(2) Any business, the conduct of which at the time of the passage of this title is forbidden to corporations by the Constitution, statutes or common law of this state." (Emphasis supplied.)
By virtue of this provision, a corporation organized ". . . for the purpose of banking . . ." is simply not governed by the provisions of the 1965 business corporation act respecting cumulative voting. Therefore, it follows that in the case of such a corporation it is RCW 30.12.010 and not RCW 23A.08.300 which governs the entitlement of stockholders of a state bank or trust company to vote at stockholders meetings.
It is hoped that the foregoing will be of some assistance to you.
Very truly yours,
FOR THE ATTORNEY GENERAL
Philip H. Austin
Deputy Attorney General