Exhibit 3.b
Filing Fee: $50 Corp. I.D. #16323
State of Rhode Island and Providence Plantations
Office of the Secretary of State
100 North Main Street
Providence, Rhode Island 02903-1335
PLEASE TAKE NOTICE that the corporation must be in good standing prior to filing
ORIGINAL ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
WASHINGTON TRUST BANCORP, INC.
Pursuant to the provisions of Section 7-1.1-56 of the General Laws, 1956,
as amended, the undersigned corporation adopts the following Articles of
Amendment to its Articles of Incorporation:
FIRST: The name of the corporation is Washington Trust Bancorp, Inc.
SECOND: The shareholders of the corporation on April 29, 1997, in the
manner prescribed by Chapter 7-1.1 of the General Laws, 1956, as amended,
adopted the following amendment(s) to the Articles of Incorporation:
FOURTH. Capital Stock. The aggregate number of shares which the
Corporation shall have authority to issue is 30,000,000, par value
$.0625 per share, all of which shares are to be a class designate as
"Common Stock".
THIRD: The number of shares of the corporation outstanding at the time of
such adoption was 4,372,302; and the number of shares entitled to vote thereon
was 4,372,302.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows: (If inapplicable, insert
"none")
Class Number of Shares
----- ----------------
None
FIFTH: The number of shares voted for such amendment was 3,383,485.53; and
the number of shares voted against such amendment was 198,050.74.
SIXTH: The number of shares of each class entitled to vote thereon as a
class voted for and against such amendment, respectively, was: (If inapplicable,
insert "none")
Number of Shares Voted
----------------------
Class For Against
----- --- -------
None
SEVENTH: The manner, if not set forth in such amendment, in which any
exchange, reclassification, or cancellation of issued shares provided for in the
amendment shall be effected, is as follows: (If no change, so state) No Change
EIGHTH: The manner in which such amendment effects a change in the amount
of stated capital, and the amount of stated capital as changed by such
amendment, are as follows: (If no change, so state) No Change
Dated: May 14, 1997
WASHINGTON TRUST BANCORP, INC.
By: John C. Warren
--------------
Its President
and Harvey C. Perry II
------------------
Its Secretary
STATE OF RHODE ISLAND )
) Sc.
COUNTY OF WASHINGTON )
At Westerly in said county on this 14th day of May, 1997, personally
appeared before me John C. Warren, who, being by me first duly sworn, declared
that he is the President of Washington Trust Bancorp, Inc., that he signed the
foregoing document as President of the corporation, and that the statements
therein contained are true.
Tawny M. Beckman
-----------------------------
Notary Public
my commission expires 7/14/97
(NOTARIAL SEAL)
STATE OF RHODE ISLAND )
) Sc.
COUNTY OF WASHINGTON )
At Westerly in said county on this 6th day of May, 1997, personally
appeared before me Harvey C. Perry, II, who, being by me first duly sworn,
declared that he is the Secretary of Washington Trust Bancorp, Inc., that he
signed the foregoing document as Secretary of the corporation, and that the
statements therein contained are true.
Tawny M. Beckman
-----------------------------
Notary Public
my commission expires 7/14/97
(NOTARIAL SEAL)