First Nat. Bank v. Wilcox

• Decision Date: 08 April 1913
• Citation: 131 P. 203,72 Wash. 473
• Parties: FIRST NAT. BANK OF EVERETT v. WILCOX. NORTH COAST DRY KILN CO. v. SAME.
• Court: Washington Supreme Court

131 P. 203

72 Wash. 473

FIRST NAT. BANK OF EVERETT v. WILCOX.

NORTH COAST DRY KILN CO. v. SAME.

Supreme Court of Washington

April 8, 1913

On petition for rehearing. Denied.

For former opinion, see 130 P. 756.

Cooley & Horan and R. Mulvihill, all of Everett, for appellants.

B. G. Cheney, of Montesano, and Hayden & Langhorne, of Tacoma, for respondent.

MOUNT, J.

The appellant First National Bank of Everett has filed a petition for a rehearing herein because we failed to notice the contention that the place of residence of the corporation was changed to Chehalis county before the conditional bill of sale, dated August 25, 1911, was filed. It is true that a copy of the articles of incorporation was filed in Chehalis county before August 25, 1911, but the articles so filed stated that the principal place of business of the corporation was Tacoma in Pierce county. There was no amendment to the articles changing the principal place of business or residence, as required by section 3679, Rem. & Bal. Code; while section 3708 1/2, Rem. & Bal. Code, provides that 'any corporation desiring at any time to remove its principal place of business into some other county in the state shall file in the office of the county auditor a certified copy of its certificate of incorporation.' This provision should be read in connection with section 3679, supra, in reference to amendments. That is to say, the stockholder or trustee must make the amendment changing the residence, and the same must be certified in triplicate and filed as in case of original articles. Otherwise confusion and embarrassment would result. The mere filing of the old articles in Chehalis county, stating that the residence was Pierce county, did not give notice of a change of residence, but had the effect of notice that the residence was not changed. The residence was not changed by a mere filing of the unamended articles in another county.

The petition is therefore denied.

CROW, C.J., and PARKER, GOSE, and CHADWICK, JJ., concur.