FIRST NORTHWEST BANCORP (NASDAQ:FNWB) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 22, 2019, the Board of Directors (the “Board”) of First Northwest Bancorp (the “Company”) approved amendments to the Company’s bylaws (as amended, the “Amended Bylaws”), effective immediately. The principal changes effected by the Amended Bylaws are summarized below. Section references are to sections of the Amended Bylaws.

Acceptance of Votes

Section 11 of Article II was revised to reflect the applicable requirements of the Washington Business Corporation Act regarding acceptance of votes at meetings of shareholders.

Procedures for Electing Vice-Chairman

The procedures for electing a Vice-Chairman in Section 2 of Article III now provide for recommendations of nominees for the position to be submitted by the Nominating and Corporate Governance Committee (the “Nominating Committee”) to the Board at its annual organizational meeting, rather than by the Chairman. The Chairman may submit recommendations to the Nominating Committee. Additional nominations may be made by other directors at the annual organizational meeting.

Resignation

Section 9 of Article III no longer provides for the automatic resignation of a director in the event of his or her unexcused absence from three consecutive regular meetings.

Mandatory Retirement

As amended, Section 15 of Article III changes the timing of mandatory retirement of directors to be effective as of the first annual meeting of shareholders after attaining 75 years of age.

Appointment of Committee Members

Section 1 of Article IV now provides for approval of the appointment of committee members by the affirmative vote of the greater of a majority of the directors then in office and the number of directors required to take action in accordance with the Bylaws. Previously, committee members were appointed by the Chairman of the Board. A corresponding change was made to Section 7 of Article IV regarding the filling of vacancies on committees.

Other Ministerial Changes

Other ministerial, clarifying, conforming, organizational, stylistic and renumbering changes not described above, including revisions intended to reflect the Company’s operations more closely, were also made in the Amended Bylaws.

The foregoing summary of provisions of the Amended Bylaws that were adopted or changed by amendment is qualified in its entirety by reference to the full text of the Amended Bylaws. A copy of the Amended Bylaws, marked to show the language that has been added or deleted, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits

(d) Exhibit. The following exhibit is filed with this Form 8-K.

Exhibit No.Description

First Northwest Bancorp Exhibit
EX-3.1 2 fnwbbylaws01222019redlin.htm EXHIBIT 3.1 fnwbbylaws01222019redlin Exhibit 3.1 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,…
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About FIRST NORTHWEST BANCORP (NASDAQ:FNWB)

First Northwest Bancorp is the bank holding company for First Federal Savings and Loan Association of Port Angeles (the Bank). The Bank is a community-oriented financial institution primarily serving the North Olympic Peninsula region of Washington. The Bank offers a range of products and services focused on the lending and depository needs of the communities it serves. The Bank provides commercial and consumer banking services to individuals and businesses located primarily on the Olympic Peninsula in the State of Washington. These services include deposit and lending transactions that are supplemented with borrowing and investing activities. The Bank’s principal lending activities are focused on first lien one- to four-family mortgage loans, and commercial and multi-family real estate loans. The Bank also makes construction and land loans (including lot loans), commercial business loans and consumer loans.