title: RCW 32.20.410

text:
The aggregate total amount a mutual savings bank may invest in the following shall not exceed the sum of eighty-five percent of its funds and one hundred percent of its borrowings as permitted under RCW 32.08.140, as now or hereafter amended and RCW 32.08.190, as now or hereafter amended:
(1) Mortgages upon real estate and participations therein;
(2) Contracts for the sale of realty;
(3) Mortgages upon leasehold estates; and
(4) Notes secured by pledges or assignments of first mortgages or real estate contracts.
The limitation of this section shall not apply to GNMA certificates, mortgage backed bonds, mortgage pass-through certificates or other similar securities purchased or held by the bank.
[ 1981 c 86 s 8; 1977 ex.s. c 104 s 7; 1969 c 55 s 10; 1963 c 176 s 19.]
Notes:
Severability—1981 c 86: See note following RCW 32.08.140.

catchline: Limitation of total investment in certain obligations.


doc_type: statute

jurisdiction: wa

title: RCW 32.20.415

text:
In addition to all other investments and loans authorized for mutual savings banks in this state, a mutual savings bank may invest not more than twenty percent of its funds in secured or unsecured loans on such terms and conditions as the bank may determine.
[ 1981 c 86 s 15.]
Notes:
Severability—1981 c 86: See note following RCW 32.08.140.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Limitation on certain secured and unsecured loans.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 32.20.430

text:
A mutual savings bank may invest its funds in loans to banks or trust companies which mature on the next business day following the day of making such loan. The loans may be evidenced by any writing or ledger entries deemed adequate by the mutual savings bank and may be secured or unsecured. The loans made hereunder are payable on the same basis as are regular deposits in such banks, and therefore the transactions may be characterized for accounting and statement purposes and carried on the books of the mutual savings bank as either a deposit with or a loan to the bank.
[ 1971 ex.s. c 222 s 3.]
Notes:
Severability—1971 ex.s. c 222: See note following RCW 32.04.085.

catchline: Loans to banks or trust companies.


title: RCW 32.20.440

text:
A mutual savings bank may invest its funds in the purchase of United States government securities from a bank or trust company, subject to the selling bank's or trust company's agreement to repurchase such securities on the business day next following their purchase by the mutual savings bank. The securities may be purchased at par, or at a premium or discount, as the mutual savings bank may agree, and may be characterized for accounting and statement purposes and carried on the books of the mutual savings bank as such securities to the extent of their market value, and as due from such banks or trust companies to the extent that the repurchase price agreed to be paid exceeds such market value.
[ 1971 ex.s. c 222 s 4.]
Notes:
Severability—1971 ex.s. c 222: See note following RCW 32.04.085.

catchline: Purchase of United States securities from banks or trust companies.


title: RCW 32.20.445

text:
A savings bank may invest its funds in the stock and other securities and obligations of a savings or banking institution or holding company thereof if the deposits of the savings or banking institution are insured by the federal deposit insurance corporation or any other federal instrumentalities established to carry on substantially the same functions as such corporations.
[ 1999 c 14 s 29; 1989 c 180 s 8.]

catchline: Stock, other securities, and obligations of federally insured institutions.


title: RCW 32.20.450

text:
The legislature finds there is a shortage of adequate housing in a suitable environment in many parts of this state for people of modest means, which shortage adversely affects the public in general and the mutual savings banks of this state and their depositors. The legislature further finds that the making of loans or investments to alleviate this problem which may provide a less than market rate of return and entail a higher degree of risk than might otherwise be acceptable, will benefit this state, the banks, and their depositors.
[ 1973 1st ex.s. c 31 s 1.]
Notes:
Construction—1973 1st ex.s. c 31: See RCW 32.20.500.

catchline: Low-cost housing—Legislative finding.


title: RCW 32.20.460

text:
In addition to the portions of its funds permitted to be invested in real estate loans under RCW 32.20.410, a mutual savings bank may invest not to exceed fifteen percent of its funds in loans and investments as follows:
(1) Loans for the rehabilitation, remodeling, or expansion of existing housing.
(2) Loans in connection with, or participation in:
(a) Housing programs of any agency of federal, state, or local government; and
(b) Housing programs of any nonprofit, union, community, public, or quasi-public corporation or entity.
Such housing must be made available to all without regard to race, creed, sex, color, or national origin.
(3) Loans for purchasing or constructing factory built housing, including but not limited to mobile homes. The bank shall determine the amount, security, and repayment basis which it considers prudent for the loans.
(4) In mobile home chattel paper which finances the acquisition of inventory by a mobile home dealer if the inventory is to be held for sale in the ordinary course of business by the mobile home dealer, the monetary obligation evidenced by such chattel paper is the obligation of the mobile home dealer and the amount thereof does not exceed the amount allowed to be loaned on such mobile homes under subsection (3) of this section.
[ 1981 c 86 s 9; 1977 ex.s. c 104 s 9; 1973 1st ex.s. c 31 s 2.]
Notes:
Severability—1981 c 86: See note following RCW 32.08.140.
Construction—1973 1st ex.s. c 31: See RCW 32.20.500.

catchline: Low-cost housing—Factory built housing—Mobile homes.


title: RCW 32.20.470

text:
Subject to the limits hereinafter set forth, a mutual savings bank may expend its funds for the improvement for public use of privately owned land as parks or recreation areas, including but not limited to "vest pocket" parks, provided that the owner of such land will:
(1) Permit public use thereof for a period of at least eighteen months or for such longer period and subject to such other requirements as the bank may impose; and
(2) At or before the end of public use, permit the removal of all such improvements which in the bank's judgment reasonably may be accomplished.
As used in this section, "public use" means use without regard to race, creed, sex, color, or national origin. The amount expended hereunder and under RCW 32.12.070(2)(d) in any calendar year shall not exceed one-half of one percent of the net earnings of bank for the preceding year.
[ 1973 1st ex.s. c 31 s 3.]
Notes:
Construction—1973 1st ex.s. c 31: See RCW 32.20.500.

catchline: Improvement of private land for public parks and recreation areas.


title: RCW 32.20.480

text:
Loans or investments made under *this 1973 amendatory act may provide a less than market rate of return and entail a higher degree of risk than might otherwise be acceptable to the general market, so long as the board of trustees of the bank determines the loan or investment may be beneficial to the community where made, without the need to show a direct corporate benefit, and so long as any private individual who benefits is not, and is not related to any person who is, an officer, employee, or trustee of the bank. It is hereby recognized that the mutual savings banks of the state of Washington and their depositors are affected adversely by the absence of adequate low-cost housing and environmental developments and improvements within the communities they serve and the state of Washington.
The amount a mutual savings bank may invest under *this 1973 amendatory act during any twelve-month period at less than a market rate of return shall not exceed two percent of the total principal amount of all real estate loans made by the bank during the preceding twelve months.
[ 1973 1st ex.s. c 31 s 4.]
Notes:
*Reviser's note: "This 1973 amendatory act" consists of the enactment of RCW 32.20.450, 32.20.460, 32.20.470, 32.20.480, 32.20.490, and 32.20.500 and the amendments to RCW 32.20.280 and 32.20.330 by 1973 1st ex.s. c 31.
Construction—1973 1st ex.s. c 31: See RCW 32.20.500.

catchline: Loans or investments to provide adequate housing and environmental improvements—Criteria—Restrictions.


title: RCW 32.20.500

text:
The powers granted by *this 1973 amendatory act are in addition to and not in limitation of the powers conferred upon a mutual savings bank by other provisions of law.
[ 1973 1st ex.s. c 31 s 8.]
Notes:
*Reviser's note: For "this 1973 amendatory act," see note following RCW 32.20.480.

catchline: Construction—1973 1st ex.s. c 31.


title: RCW 32.24.010

text:
If the trustees of any solvent mutual savings bank deem it necessary or expedient to close the business of such bank, they may, by affirmative vote of not less than two-thirds of the whole number of trustees, at a meeting called for that purpose, of which one month's notice has been given, either personally or by mailing such notice to the post office address of each trustee, declare by resolution their determination to close such business and pay the moneys due depositors and creditors and to surrender the corporate franchise. Subject to the approval and under the direction of the director, such savings bank may adopt any lawful plan for closing up its affairs, as nearly as may be in accordance with the original plan and objects.
[ 1994 c 92 s 339; 1955 c 13 s 32.24.010. Prior: 1915 c 175 s 45; RRS s 3374.]

catchline: Liquidation of solvent bank.


title: RCW 32.24.020

text:
When the trustees, acting under the provisions of RCW 32.24.010, have paid the sums due respectively to all creditors and depositors, who, after such notice as the director shall prescribe, claim the money due and their deposits, the trustees shall make a transcript or statement from the books in the bank of the names of all depositors and creditors who have not claimed or have not received the balance of the credit due them, and of the sums due them, respectively, and shall file such transcript with the director and pay over and transfer all such unclaimed and unpaid deposits, credits, and moneys to the director. The trustees shall then report their proceedings, duly verified, to the superior court of the county wherein the bank is located, and upon such report and the petition of the trustees, and after notice to the attorney general and the director, and such other notice as the court may deem necessary, the court shall adjudge the franchise surrendered and the existence of the corporation terminated. Certified copies of the judgment shall be filed in the offices of the secretary of state and the director and shall be recorded in the office of the secretary of state.
[ 1994 c 92 s 340; 1981 c 302 s 29; 1955 c 13 s 32.24.020. Prior: 1931 c 132 s 4; 1915 c 175 s 46; RRS s 3375.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Procedure to liquidate and dissolve.


title: RCW 32.24.030

text:
An unconverted mutual savings bank may for the purpose of consolidation, acquisition, pooling of assets, merger, or voluntary liquidation arrange for its assets and liabilities to become assets and liabilities of another mutual savings bank, by the affirmative vote or with the written consent of two-thirds of the whole number of its trustees, but only with the written consent of the director and upon such terms and conditions as he or she may prescribe.
Upon any such transfer being made, or upon the liquidation of any such mutual savings bank for any cause whatever, or upon its being no longer engaged in the business of a mutual savings bank, the director shall terminate its certificate of authority, which shall not thereafter be revived or renewed. When the certificate of authority of any such corporation has been revoked, it shall forthwith collect and distribute its remaining assets, and when that is done, the director shall certify the fact to the secretary of state, whereupon the corporation shall cease to exist and the secretary of state shall note the fact upon his or her records.
In case of the consolidation with or voluntary liquidation of a mutual savings bank by another mutual savings bank, as herein provided, any sums advanced by its incorporators, or others, to create or maintain its guaranty fund or its expense fund shall not be liabilities of such mutual savings bank unless the mutual savings bank, so assuming its liabilities shall specifically undertake to pay the same, or a stated portion thereof.
[ 1994 c 92 s 341; 1985 c 56 s 14; 1955 c 13 s 32.24.030. Prior: 1931 c 132 s 5; RRS s 3375a.]

catchline: Transfer of assets and liabilities to another bank.


title: RCW 32.24.040

text:
(1) Under the circumstances set forth in subsection (2) of this section, the director may give to a savings bank notice of unsafe condition of the savings bank; and if the savings bank fails to comply with the terms of such notice within thirty days from the date of its issuance, or within such further time as the director may allow, then the director may take possession of such savings bank as in the case of insolvency.
(2) The director is authorized to give notice and take possession of a savings bank, as described in subsection (1) of this section, under the following circumstances:
(a) The obligations to its creditors, depositors, members, trust beneficiaries, if applicable, and others exceed its assets;
(b) It has willfully violated a supervisory directive, cease and desist order, or other authorized directive or order of the director;
(c) It has concealed its books, papers, records, or assets, or refused to submit its books, records, or affairs to any examiner of the department;
(d) It is likely to be unable to pay its immediate obligations or meet its depositors' immediate demands in the normal course of business;
(e) It ceases to have deposit insurance acceptable to the director;
(f) It fails to submit a capital restoration plan acceptable to the department within a time previously called for or materially fails to implement a capital restoration plan that was previously submitted and accepted by the department; or
(g) It is critically undercapitalized or otherwise has substantially insufficient capital.
[ 2010 c 88 s 58; 1994 c 92 s 342; 1955 c 13 s 32.24.040. Prior: 1931 c 132 s 6; RRS s 3375b.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Notice to correct unsafe conditions—Possession may be taken under specified circumstances.


title: RCW 32.24.050

text:
(1) Whenever it appears to the director that any offense or delinquency referred to in RCW 32.24.040 has resulted in a savings bank being critically undercapitalized with no reasonably foreseeable prospect of recovery, or that it has suspended payment of its obligations, or is insolvent, the director may notify such savings bank to levy an assessment on its stock, if any, or otherwise to make good such impairment or offense or other delinquency within such time and in such manner as the director may specify, or if the director deems necessary, the director may take possession thereof without notice.
(2) Upon taking possession of any savings bank, the director shall forthwith proceed to liquidate the business, affairs, and assets thereof and such liquidation shall be had in accordance with the provisions of law governing the liquidation of insolvent banks and savings banks.
[ 2010 c 88 s 59; 1994 c 92 s 343; 1955 c 13 s 32.24.050. Prior: 1931 c 132 s 7; RRS s 3375c.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Director may order levy of assessment—Liquidation of bank in unsound condition or insolvent.


title: RCW 32.24.060

text:
Within ten days after the director takes possession thereof, a mutual savings bank may serve notice upon such director to appear before the superior court in the county wherein such corporation is located, at a time to be fixed by the court, which shall not be less than five nor more than fifteen days from the date of the service of such notice, to show cause why the director's action taking possession of the savings bank should not be affirmed. Upon the return day of such notice, or such further day as the matter may be continued to, the court shall summarily hear the cause and shall dismiss the same, if it finds that possession was taken by the director in good faith and for cause, but if it finds that no cause existed for taking possession of the savings bank, it shall require the director to restore the savings bank to the possession of its assets and enjoin the director from further interference therewith without cause.
[ 2010 c 88 s 60; 1994 c 92 s 344; 1955 c 13 s 32.24.060. Prior: 1931 c 132 s 8; RRS s 3375d.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Possession by director—Bank may contest.


title: RCW 32.24.070

text:
No receiver shall be appointed by any court for any savings bank, nor shall any assignment of any such bank for the benefit of creditors be valid, excepting only that a court otherwise having jurisdiction may in case of imminent necessity appoint a temporary receiver to take possession of and preserve the assets of the savings bank. Immediately upon any such appointment, the clerk of the court shall notify the director in writing of such appointment and the director shall immediately take possession of the savings bank, as in case of insolvency, and the temporary receiver shall upon demand of the director surrender up to him or her such possession and all assets which have come into his or her possession. The director shall in due course pay such receiver out of the assets of the savings bank such amount as the court shall allow.
[ 2010 c 88 s 61; 1994 c 92 s 345; 1955 c 13 s 32.24.070. Prior: 1931 c 132 s 9; RRS s 3375e.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Receiver prohibited except in emergency.


title: RCW 32.24.073

text:
(1) Subject to the consent of the director, a savings bank may voluntarily stipulate and consent to an order taking possession and thereby place itself under the control of the director to be liquidated and be made subject to receivership as provided in this chapter.
(2) Upon issuance of such order taking possession, the savings bank shall post a notice on its door as follows: "This savings bank is in the possession of the Director of the Washington State Department of Financial Institutions."
(3) The posting of such notice or the taking possession of any savings bank by the director shall be sufficient to place all of its assets and property of every nature in the director's possession and bar all attachment proceedings.
[ 2010 c 88 s 62.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Voluntary closing—Possession of the director—Notice.


title: RCW 32.24.080

text:
(1) Every transfer of its property or assets by any savings bank, made (a) after it has become insolvent, (b) within ninety days before the date the director takes possession of such savings bank under RCW 32.24.040, 32.24.050, or 32.24.073, or the federal deposit insurance corporation is appointed as receiver or liquidator of such savings bank under RCW 32.24.090, and (c) with the view to the preference of one creditor over another or to prevent equal distribution of its property and assets among its creditors, shall be void.
(2) Every trustee or board director, officer, or employee knowingly making any such transfer of assets is guilty of a class B felony punishable according to chapter 9A.20 RCW.
[ 2010 c 88 s 63; 2003 c 53 s 196; 1994 c 92 s 346; 1985 c 56 s 15; 1955 c 13 s 32.24.080. Prior: 1931 c 132 s 10; RRS s 3379a.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Intent—Effective date—2003 c 53: See notes following RCW 2.48.180.

catchline: Transfer of assets when insolvent—Penalty.


title: RCW 32.24.090

text:
(1) The federal deposit insurance corporation is hereby authorized and empowered to be and act without bond as receiver or liquidator of any savings bank the deposits in which are to any extent insured by that corporation and which the director shall have taken possession pursuant to RCW 32.24.040, 32.24.050, or 32.24.073.
(2) In the event of such closing, the director may appoint the federal deposit insurance corporation as receiver or liquidator of such savings bank.
(3) If the corporation accepts such appointment, it shall have and possess all the powers and privileges provided by the laws of this state with respect to a liquidator of a mutual savings bank, its depositors and other creditors, and be subject to all the duties of such liquidator, except insofar as such powers, privileges, or duties are in conflict with the provisions of the federal deposit insurance act, as now or hereafter amended.
[ 2010 c 88 s 64; 1994 c 92 s 347; 1973 1st ex.s. c 54 s 3.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Federal deposit insurance corporation as receiver or liquidator—Appointment—Powers and duties.


title: RCW 32.24.100

text:
The pendency of any proceedings for judicial review of the director's actions in taking possession and control of a mutual savings bank and its assets for the purpose of liquidation shall not operate to defer, delay, impede, or prevent the payment or acquisition by the federal deposit insurance corporation of the deposit liabilities of the mutual savings bank which are insured by the corporation. During the pendency of any proceedings for judicial review, the director shall make available to the federal deposit insurance corporation such facilities in or of the mutual savings bank and such books, records, and other relevant data of the mutual savings bank as may be necessary or appropriate to enable the corporation to pay out or to acquire the insured deposit liabilities of the mutual savings bank. The federal deposit insurance corporation and its directors, officers, agents, and employees, the director, and his or her agents and employees shall be free from liability to the mutual savings bank, its directors, stockholders, and creditors for or on account of any action taken in connection herewith.
[ 1994 c 92 s 348; 1973 1st ex.s. c 54 s 4.]

catchline: Payment or acquisition of deposit liabilities by federal deposit insurance corporation—Not hindered by judicial review—Liability.


title: RCW 32.32.010

text:
This chapter shall exclusively govern the conversion of mutual savings banks to capital stock savings banks. No mutual savings bank may convert to the capital stock form of organization without the prior written approval of the director pursuant to this chapter, except that the director may waive requirements of this chapter in appropriate cases.
[ 1994 c 92 s 349; 1981 c 85 s 1.]

catchline: Chapter exclusive—Prohibition on conversion without approval—Waiver of requirements.


title: RCW 32.32.015

text:
The director may prescribe under this chapter such forms as the director deems appropriate for use by a mutual savings bank seeking to convert to a capital stock savings bank pursuant to this chapter.
[ 1994 c 92 s 350; 1981 c 85 s 2.]

catchline: Forms.


title: RCW 32.32.020

text:
(1) If an applicant finds that compliance with any provision of this chapter would be in conflict with applicable federal law, the director shall grant or deny a request of noncompliance with the provision. The request may be incorporated in the application for conversion; otherwise, the applicant shall file the request in accordance with the requirements of the director.
(2) In making any such request, the applicant shall:
(a) Specify the provision or provisions of this chapter with respect to which the applicant desires waiver;
(b) Furnish an opinion of counsel demonstrating that applicable federal law is in conflict with the specified provision or provisions of this chapter; and
(c) Demonstrate that the requested waiver would not result in any effects that would be inequitable or detrimental to the applicant, its account holders, or other financial institutions or would be contrary to the public interest.
[ 1994 c 92 s 351; 1981 c 85 s 3.]

catchline: Request of noncompliance—Requirements.


title: RCW 32.32.025

text:
As used in this chapter, the following definitions apply, unless the context otherwise requires:
(1) Except as provided in RCW 32.32.230, an "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.
(2) The term "amount," when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security.
(3) An "applicant" is a mutual savings bank which has applied to convert pursuant to this chapter.
(4) The term "associate," when used to indicate a relationship with any person, means (a) any corporation or organization (other than the applicant or a majority-owned subsidiary of the applicant) of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities, (b) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity, and (c) any relative who would be a "class A beneficiary" if the person were a decedent.
(5) The term "broker" means any person engaged in the business of effecting transactions in securities for the account of others.
(6) The term "capital stock" includes permanent stock, guaranty stock, permanent reserve stock, any similar certificate evidencing nonwithdrawable capital, or preferred stock, of a savings bank converted under this chapter or of a subsidiary institution or holding company.
(7) The term "charter" includes articles of incorporation, articles of reincorporation, and certificates of incorporation, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated person.
(8) Except as provided in RCW 32.32.230, the term "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.
(9) The term "dealer" means any person who engages either for all or part of his or her time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person.
(10) The term "deposits" refers to the deposits of a savings bank that is converting under this chapter, and may refer in addition to the deposits or share accounts of any other financial institution that is converting to the stock form in connection with a merger with and into a savings bank.
(11) The term "director" means any director of a corporation, any trustee of a mutual savings bank, or any person performing similar functions with respect to any organization whether incorporated or unincorporated.
(12) The term "eligibility record date" means the record date for determining eligible account holders of a converting mutual savings bank.
(13) The term "eligible account holder" means any person holding a qualifying deposit as determined in accordance with RCW 32.32.180.
(14) The term "employee" does not include a director or officer.
(15) The term "equity security" means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right.
(16) The term "market maker" means a dealer who, with respect to a particular security, (a) regularly publishes bona fide, competitive bid and offer quotations in a recognized interdealer quotation system; or (b) furnishes bona fide competitive bid and offer quotations on request; and (c) is ready, willing, and able to effect transaction in reasonable quantities at his or her quoted prices with other brokers or dealers.
(17) The term "material," when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing an equity security of the applicant.
(18) The term "mutual savings bank" means a mutual savings bank organized and operating under Title 32 RCW.
(19) Except as provided in RCW 32.32.435, the term "offer," "offer to sell," or "offer of sale" shall include every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security, for value. These terms shall not include preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are or are to be in privity of contract with an applicant.
(20) The term "officer," for purposes of the purchase of stock in a conversion under this chapter or the sale of this stock, means the chair of the board, president, vice president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer, and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.
(21) Except as provided in RCW 32.32.435, the term "person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof.
(22) The term "proxy" includes every form of authorization by which a person is or may be deemed to be designated to act for a stockholder in the exercise of his or her voting rights in the affairs of an institution. Such an authorization may take the form of failure to dissent or object.
(23) The terms "purchase" and "buy" include every contract to purchase, buy, or otherwise acquire a security or interest in a security for value.
(24) The terms "sale" and "sell" include every contract to sell or otherwise dispose of a security or interest in a security for value; but these terms do not include an exchange of securities in connection with a merger or acquisition approved by the director.
(25) The term "savings account" means deposits established in a mutual savings bank and includes certificates of deposit.
(26) Except as provided in RCW 32.32.435, the term "security" includes any note, stock, treasury stock, bond, debenture, transferable share, investment contract, voting-trust certificate, or in general, any instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase any of the foregoing.
(27) The term "series of preferred stock" refers to a subdivision, within a class of preferred stock, each share of which has preferences, limitations, and relative rights identical with those of other shares of the same series.
(28) The term "subscription offering" refers to the offering of shares of capital stock, through nontransferable subscription rights issued to: (a) Eligible account holders as required by RCW 32.32.045; (b) supplemental eligible account holders as required by RCW 32.32.055; (c) directors, officers, and employees, as permitted by RCW 32.32.140; and (d) eligible account holders and supplemental eligible account holders as permitted by RCW 32.32.145.
(29) A "subsidiary" of a specified person is an affiliate controlled by the person, directly or indirectly through one or more intermediaries.
(30) The term "supplemental eligibility record date" means the supplemental record date for determining supplemental eligible account holders of a converting savings bank required by RCW 32.32.055. The date shall be the last day of the calendar quarter preceding director approval of the application for conversion.
(31) The term "supplemental eligible account holder" means any person holding a qualifying deposit, except officers, directors, and their associates, as of the supplemental eligibility record date.
(32) The term "underwriter" means any person who has purchased from an applicant with a view to, or offers or sells for an applicant in connection with, the distribution of any security, or participates or has a direct or indirect participation in the direct or indirect underwriting of any such undertaking; but the term does not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers commission. The term "principal underwriter" means an underwriter in privity of contract with the applicant or other issuer of securities as to which that person is the underwriter.
Terms defined in other chapters of this title, when used in this chapter, shall have the meanings given in those definitions, to the extent those definitions are not inconsistent with the definitions contained in this chapter unless the context otherwise requires.
[ 2011 c 336 s 755; 1995 c 134 s 7. Prior: 1994 c 256 s 105; 1994 c 92 s 352; 1985 c 56 s 16; 1981 c 85 s 4.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Definitions.


title: RCW 32.32.030

text:
No application for conversion may be approved by the director if:
(1) The plan of conversion adopted by the applicant's board of directors is not in accordance with this chapter;
(2) The conversion would result in a reduction of the applicant's net worth below requirements established by the director;
(3) The conversion may result in a taxable reorganization of the applicant under the United States Internal Revenue Code of 1954, as amended; or
(4) The converted savings bank does not meet the insurance requirements as established by the director.
[ 1994 c 92 s 353; 1981 c 85 s 5.]

catchline: Prohibition on approval of certain applications for conversion.


title: RCW 32.32.035

text:
The plan of conversion shall contain all of the provisions set forth in RCW 32.32.040 through 32.32.125.
[ 1981 c 85 s 6.]

catchline: Requirements of plan of conversion.


title: RCW 32.32.040

text:
A converted savings bank or a holding company organized pursuant to chapter 32.34 RCW shall issue and sell capital stock at a total price equal to the estimated pro forma market value of the stock issued in connection with the conversion, based on an independent valuation, as provided in RCW 32.32.305. In the conversion of a mutual savings bank or holding company, either of which is in the process of merging with, being acquired by, or consolidating with a stock savings bank, or a savings bank holding company owned by stockholders, or a subsidiary thereof, the following subsections apply:
(1) The price per share of the shares offered for subscription and issued in the conversion shall be not less than the price reported for stock which is listed on a national or regional stock exchange, or the bid price for stock which is traded on the NASDAQ system, as of the day before any public offering or other completion of the sale of stock in the conversion: PROVIDED, That for stock not so listed and not traded on the NASDAQ system, and any stock whose price has been affected, as of the day specified above, by a violation of RCW 32.32.225, the price per share shall be determined by the director, upon the submission of such information as the director may request.
(2) The independent valuation as provided in RCW 32.32.305 shall determine the aggregate value of shares for which subscription rights are granted pursuant to RCW 32.32.045, 32.32.050, and 32.32.055, rather than a price per share or number of shares as provided in RCW 32.32.290, 32.32.325, and 32.32.330. This independent valuation may be replaced by a demonstration, to the satisfaction of the director, of the fairness of the price of the shares issued.
[ 1994 c 92 s 354; 1985 c 56 s 17; 1981 c 85 s 7.]

catchline: Issuance of capital stock—Price.


title: RCW 32.32.042

text:
(1) Shares of a savings bank may, but need not be, represented by certificates. Unless this title expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum, each share certificate must state the information required to be stated and must be signed as provided in RCW 23B.06.250 and/or 23B.06.270 for corporations.
(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a savings bank may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the savings bank.
(3) Within a reasonable time after the issue or transfer of shares without certificates, the savings bank shall send the shareholder a written statement of the information required to be stated on certificates under subsection (1) of this section.
[ 1994 c 256 s 114.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Shares—Certificate not required.


title: RCW 32.32.045

text:
Each eligible account holder shall receive, without payment, nontransferable subscription rights to purchase capital stock in an amount equal to the greatest of two hundred shares, one-tenth of one percent of the total offering of shares, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of capital stock to be issued by a fraction of which the numerator is the amount of the qualifying deposit of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders in the converting savings bank. If the allotment made in this section results in an oversubscription, shares shall be allocated among subscribing eligible account holders so as to permit each such account holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal to one hundred shares. Any shares not so allocated shall be allocated among the subscribing eligible account holders on such equitable basis, related to the amounts of their respective qualifying deposits, as may be provided in the plan of conversion.
[ 2011 c 336 s 756; 1981 c 85 s 8.]

catchline: Stock purchase subscription rights—Eligible account holders.


title: RCW 32.32.050

text:
Nontransferable subscription rights to purchase capital stock received by officers and directors and their associates of the converting savings bank based on their increased deposits in the converting savings bank in the one-year period preceding the eligibility record date shall be subordinated to all other subscriptions involving the exercise of nontransferable subscription rights to purchase shares pursuant to RCW 32.32.045.
[ 1981 c 85 s 9.]

catchline: Stock purchase subscription rights received by officers, directors, and their associates—Subordination.


title: RCW 32.32.055

text:
In plans involving an eligibility record date that is more than fifteen months prior to the date of the latest amendment to the application for conversion filed prior to the director approval, a supplemental eligibility record date shall be determined whereby each supplemental eligible account holder of the converting savings bank shall receive, without payment, nontransferable subscription rights to purchase supplemental shares in an amount equal to the greatest of two hundred shares, one-tenth of one percent of the total offering of shares, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of capital stock to be issued by a fraction of which the numerator is the amount of the qualifying deposit of the supplemental eligible account holder and the denominator is the total amount of the qualifying deposits of all supplemental eligible account holders in the converting savings bank on the supplemental eligibility record date.
(1) Subscription rights received pursuant to this section shall be subordinated to all rights received by eligible account holders to purchase shares pursuant to RCW 32.32.045 and 32.32.050.
(2) Any nontransferable subscription rights to purchase shares received by an eligible account holder in accordance with RCW 32.32.045 shall be applied in partial satisfaction of the subscription rights to be distributed pursuant to this section.
(3) In the event of an oversubscription for supplemental shares pursuant to this section, shares shall be allocated among the subscribing supplemental eligible account holders as follows:
(a) Shares shall be allocated among subscribing supplemental eligible account holders so as to permit each such supplemental account holder, to the extent possible, to purchase a number of shares sufficient to make the supplemental account holder's total allocation (including the number of shares, if any, allocated in accordance with RCW 32.32.045) equal to one hundred shares.
(b) Any shares not allocated in accordance with subsection (3)(a) of this section shall be allocated among the subscribing supplemental eligible account holders on such equitable basis, related to the amounts of their respective qualifying deposits, as may be provided in the plan of conversion.
[ 1994 c 92 s 355; 1981 c 85 s 10.]

catchline: Supplemental share purchase subscription rights—Supplemental eligible account holder—Conditions.


title: RCW 32.32.060

text:
Any shares of the converting savings bank not sold in the subscription offering shall either be sold in a public offering through an underwriter or directly by the converting savings bank in a direct community marketing, subject to the applicant demonstrating to the director the feasibility of the method of sale and to such conditions as may be provided in the plan of conversion. The conditions shall include, but not be limited to:
(1) A condition limiting purchases by each officer and director or their associates in this phase of the offering to one-tenth of one percent of the total offering of shares.
(2) A condition limiting purchases by any person and that person's associates in this phase of the offering to a number of shares or a percentage of the total offering so long as the limitation does not exceed two percent of the shares to be sold in the total offering.
(3) A condition that any direct community offering by the converting savings bank shall give a preference to natural persons residing in the counties in which the savings bank has an office. The methods by which preference shall be given shall be approved by the director.
[ 1994 c 92 s 356; 1981 c 85 s 11.]

catchline: Sale of shares not sold in subscription offering—Methods—Conditions.


title: RCW 32.32.065

text:
The number of shares which any person together with any associate or group of persons acting in concert may subscribe for or purchase in the conversion shall not exceed five percent of the total offering of shares. For purposes of this section, the members of the converting savings bank's board of directors shall not be deemed to be associates or a group acting in concert solely as a result of their board membership.
[ 1981 c 85 s 12.]

catchline: Limitation on subscription and purchase of shares by person with associate or group—Amount.


title: RCW 32.32.070

text:
The number of shares which officers and directors of the converting savings bank and their associates may purchase in the conversion shall not exceed twenty-five percent of the total offering of shares.
[ 1981 c 85 s 13.]

catchline: Limitation on purchase of shares by officers, directors, and their associates—Amount.


title: RCW 32.32.075

text:
No officer or director, or their associates, may purchase without the prior written approval of the director the capital stock of the converted savings bank except from a broker or a dealer registered with the Securities and Exchange Commission for a period of three years following the conversion. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding capital stock of the converted savings bank.
As used in this section, the term "negotiated transactions" means transactions in which the securities are offered and the terms and arrangements relating to any sale of the securities are arrived at through direct communications between the seller or any person acting on the seller's behalf and the purchaser or the purchaser's investment representative. The term "investment representative" means a professional investment adviser acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
[ 1994 c 92 s 357; 1981 c 85 s 14.]

catchline: Prohibition on purchase of shares by officers, directors, and their associates—Exception.


title: RCW 32.32.080

text:
The sales price of the shares of capital stock to be sold in the conversion shall be a uniform price determined in accordance with RCW 32.32.290, 32.32.305, and 32.32.325. The applicant shall specify in its conversion application the underwriting and/or other marketing arrangements to be made to assure the sale of all shares not sold in the subscription offering.
[ 1981 c 85 s 15.]

catchline: Uniform sales price of shares required—Application to specify arrangements on sale of shares not sold in subscription offering.


title: RCW 32.32.085

text:
Each savings account holder of the converting savings bank shall receive, without payment, a withdrawable savings account or accounts in the converted savings bank equal in withdrawable amount to the withdrawal value of the account holder's savings account or accounts in the converting savings bank.
[ 1981 c 85 s 16.]

catchline: Savings account holder to receive withdrawable savings account(s)—Amount.


title: RCW 32.32.090

text:
A converting savings bank shall establish and maintain a liquidation account for the benefit of eligible account holders and supplemental eligible account holders in the event of a subsequent complete liquidation of the converted savings bank, in accordance with RCW 32.32.185 through 32.32.205.
[ 1981 c 85 s 17.]

catchline: Liquidation account—Establishment and maintenance required.


title: RCW 32.32.095

text:
The applicant shall establish an eligibility record date, which shall not be less than ninety days prior to the date of adoption of the plan by the converting savings bank's board of directors.
[ 1981 c 85 s 18.]

catchline: Establishment of eligibility record date required.


title: RCW 32.32.100

text:
The holders of the capital stock of the converted savings bank shall have exclusive voting rights.
[ 1981 c 85 s 19.]

catchline: Capital stock—Voting rights.


title: RCW 32.32.105

text:
The plan of conversion adopted by the applicant's board of directors may be amended by the board of directors with the concurrence of the director at any time prior to final approval of the director and may be terminated with the concurrence of the director at any time prior to issuance of the authorization certificate by the director.
[ 1994 c 92 s 358; 1981 c 85 s 20.]

catchline: Amendment and termination of plan of conversion.


title: RCW 32.32.110

text:
All shares of capital stock purchased by directors and officers on original issue in the conversion either directly from the savings bank (by subscription or otherwise) or from an underwriter of the shares shall be subject to the restriction that the shares shall not be sold for a period of not less than three years following the date of purchase, except in the event of death of the director or officer.
[ 1981 c 85 s 21.]

catchline: Restriction on sale of shares of stock by directors and officers.


title: RCW 32.32.115

text:
In connection with shares of capital stock subject to restriction on sale for a period of time:
(1) Each certificate for the stock shall bear a legend giving appropriate notice of the restriction;
(2) Appropriate instructions shall be issued to the transfer agent for the capital stock with respect to applicable restrictions on transfer of any such restricted stock; and
(3) Any shares issued as a stock dividend, stock split, or otherwise with respect to any such restricted stock shall be subject to the same restrictions as may apply to the restricted stock.
[ 1985 c 56 s 18; 1981 c 85 s 22.]

catchline: Conditions on shares of stock subject to restriction on sale.


title: RCW 32.32.120

text:
A converted savings bank or holding company formed under chapter 32.34 RCW shall:
(1) Promptly following its conversion register the securities issued in connection therewith pursuant to the Securities and Exchange Act of 1934 and undertake not to deregister the securities for a period of three years thereafter;
(2) Use its best efforts to encourage and assist a market maker to establish and maintain a market for the securities issued in connection with the conversion; and
(3) Use its best efforts to list those shares issued in connection with the conversion on a national or regional securities exchange or on the NASDAQ quotation system.
[ 1985 c 56 s 19; 1981 c 85 s 23.]

catchline: Registration of securities—Marketing of securities—Listing of shares on securities exchange or NASDAQ quotation system.


title: RCW 32.32.125

text:
The expenses incurred in the conversion shall be reasonable.
[ 1981 c 85 s 24.]

catchline: Reasonable expenses required.


title: RCW 32.32.130

text:
The plan of conversion shall contain no provision which the director determines to be inequitable or detrimental to the applicant, its savings account holders, or other savings banks or to be contrary to the public interest.
[ 1994 c 92 s 359; 1981 c 85 s 25.]

catchline: Plan of conversion—Prohibited provisions.


title: RCW 32.32.135

text:
The plan of conversion may contain any of the provisions set forth in RCW 32.32.140 through 32.32.170.
[ 1981 c 85 s 26.]

catchline: Plan of conversion—Permissible provisions.


title: RCW 32.32.140

text:
Directors, officers, and employees of the converting savings bank, as part of the subscription offering, may be entitled to purchase shares of capital stock, to the extent that shares are available after satisfying the subscriptions of eligible account holders and supplemental eligible account holders, subject to the following conditions:
(1) The total number of shares which may be purchased under this section shall not exceed twenty-five percent of the total number of shares to be issued in the case of a converting savings bank with total assets of less than fifty million dollars or fifteen percent in the case of a converting savings bank with total assets of five hundred million dollars or more; in the case of a converting savings bank with total assets of fifty million dollars or more but less than five hundred million dollars, the percentage shall be no more than a correspondingly appropriate number of shares based on total asset size (for example, twenty percent in the case of a converting savings bank with total assets of approximately two hundred seventy five million dollars); and
(2) The shares shall be allocated among directors, officers, and employees on an equitable basis such as by giving weight to period of service, compensation, and position, subject to a reasonable limitation on the amount of shares which may be purchased by any person or associate thereof, or group of affiliated persons or group of persons otherwise acting in concert.
[ 1981 c 85 s 27.]

catchline: Purchase of certain shares of stock by directors, officers, and employees permitted—Conditions.


title: RCW 32.32.145

text:
Any account holder receiving rights to purchase stock in the subscription offering may also receive, without payment, nontransferable subscription rights to purchase up to one percent of the total offering of shares of capital stock, to the extent that the shares are available after satisfying the subscription under RCW 32.32.045 and 32.32.055, subject to such conditions as may be provided in the plan of conversion. In the event of an oversubscription for the additional shares, the shares available shall be allocated among the subscribing eligible account holders and supplemental eligible account holders on such equitable basis, related to the amounts of their respective subscriptions, as may be provided in the plan of conversion. Where possible the subscriptions shall be allocated in such a manner that total purchases by eligible account holders and supplemental eligible account holders shall be rounded to the nearest one hundred shares.
[ 1981 c 85 s 28.]

catchline: Receipt of certain subscription rights by account holders permitted—Amount—Conditions.


title: RCW 32.32.150

text:
Any insignificant residue of shares not sold in the subscription offering or in a public offering referred to in RCW 32.32.060 may be sold in such other manner as provided in the plan with the director's approval.
[ 1994 c 92 s 360; 1985 c 56 s 20; 1981 c 85 s 29.]

catchline: Permissible sales of insignificant residue of shares.


title: RCW 32.32.155

text:
The number of shares which any person, or group of persons affiliated with each other or otherwise acting in concert, may subscribe for in the subscription offering may be made subject to a limit of not less than one percent of the total offering of shares.
[ 1981 c 85 s 30.]

catchline: Limitation on number of shares subscribed in subscription offering permitted.


title: RCW 32.32.160

text:
Any person exercising subscription rights to purchase capital stock may be required to purchase a minimum of up to twenty-five shares to the extent the shares are available (but the aggregate price for any minimum share purchase shall not exceed five hundred dollars).
[ 1981 c 85 s 31.]

catchline: Minimum purchase requirement in exercise of subscription rights permitted.


title: RCW 32.32.165

text:
A stock option plan may be adopted by the board of directors at the meeting at which the plan of conversion is voted upon. The number of shares reserved for the stock option plans should be limited to ten percent of the number of shares sold in the conversion.
[ 1981 c 85 s 32.]

catchline: Stock option plan permitted—Reserved shares.


title: RCW 32.32.170

text:
The converted savings bank may issue and sell, in lieu of shares of its capital stock, units of securities consisting of capital stock or other equity securities, in which event any reference in this chapter to capital stock shall apply to the units of equity securities unless the context otherwise requires.
[ 1981 c 85 s 33.]

catchline: Issuance of securities in lieu of capital stock permitted—References to capital stock.


title: RCW 32.32.175

text:
The director may approve such other equitable provisions as are necessary to avert imminent injury to the converting savings bank.
[ 1994 c 92 s 361; 1981 c 85 s 34.]

catchline: Approval of other equitable provisions.


title: RCW 32.32.180

text:
(1) Unless otherwise provided in the plan of conversion, the amount of the qualifying deposit of an eligible account holder or supplemental eligible account holder shall be the total of the deposit balances in the eligible account holder's or supplemental eligible account holder's savings accounts in the converting savings bank as of the close of business on the eligibility record date or supplemental eligibility record date. However, the plan of conversion may provide that any savings accounts with total deposit balances of less than fifty dollars (or any lesser amount) shall not constitute a qualifying deposit.
(2) As used in this section, the term "savings account" includes a predecessor or successor account of a given savings account which is held only in the same right and capacity and on the same terms and conditions as the given savings account. However, the plan of conversion may provide for lesser requirements for consideration as a predecessor or successor account.
[ 1981 c 85 s 35.]

catchline: Amount of qualifying deposit of eligible account holder or supplemental eligible account holder.


title: RCW 32.32.185

text:
Each converted savings bank shall, at the time of conversion, establish a liquidation account in an amount equal to the amount of net worth of the converting savings bank as of the latest practicable date prior to conversion. For the purposes of this section, the savings bank shall use the net worth figure no later than that set forth in its latest statement of financial condition contained in the final offering circular. The function of the liquidation account is to establish a priority on liquidation and, except as provided in RCW 32.32.215, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the converted savings bank.
[ 1981 c 85 s 36.]


title: RCW 32.32.190

text:
The liquidation account shall be maintained by the converted savings bank for the benefit of eligible account holders and supplemental eligible account holders who maintain their savings accounts in the bank. Each such eligible account holder shall, with respect to each savings account, have a related inchoate interest in a portion of the liquidation account balance ("subaccount").
[ 1981 c 85 s 37.]


title: RCW 32.32.195

text:
In the event of a complete liquidation of the converted savings bank (and only in this event), each eligible account holder and supplemental eligible account holder shall be entitled to receive a liquidation distribution from the liquidation account, in the amount of the then current adjusted subaccount balances for savings accounts then held, before any liquidation distribution may be made with respect to capital stock. No merger, consolidation, purchase of bulk assets with assumption of savings accounts and other liabilities, or similar transaction, in which the converted savings bank is not the survivor, is considered to be a complete liquidation for this purpose. In these transactions, the liquidation account shall be assumed by the surviving institution.
[ 1981 c 85 s 38.]

catchline: Liquidation account—Distribution upon complete liquidation.


title: RCW 32.32.200

text:
The initial subaccount balance for a savings account held by an eligible account holder and/or supplemental eligible account holder shall be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of qualifying deposits in the savings account on the eligibility record date and/or the supplemental eligibility record date and the denominator is the total amount of qualifying deposits of all eligible account holders and supplemental eligible account holders in the converting savings bank on these dates. For savings accounts in existence at both dates, separate subaccounts shall be determined on the basis of the qualifying deposits in these savings accounts on these record dates. The initial subaccount balances shall not be increased, and it shall be subject to downward adjustment as provided in RCW 32.32.205.
[ 1981 c 85 s 39.]

catchline: Liquidation account—Determination of subaccount balances.


title: RCW 32.32.205

text:
If the deposit balance in any savings account of an eligible account holder or supplemental eligible account holder at the close of business on any annual closing date subsequent to the respective record dates is less than the lesser of (1) the deposit balance in the savings account at the close of business on any other annual closing date subsequent to the eligibility record date or (2) the amount of qualifying deposit as of the eligibility record date or the supplemental eligibility record date, the subaccount balance for the savings account shall be adjusted by reducing the subaccount balance in an amount proportionate to the reduction in the deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of the related savings account. If any such savings account is closed, the related subaccount balance shall be reduced to zero.
[ 1981 c 85 s 40.]

catchline: Reduction of subaccount balance.


title: RCW 32.32.210

text:
No converted savings bank may repurchase any of its capital stock from any person unless the repurchase is approved by the director either in advance or at the time of repurchase.
[ 1994 c 92 s 362; 1985 c 56 s 21; 1981 c 85 s 41.]

catchline: Converted savings bank prohibited from repurchasing its stock without approval.


title: RCW 32.32.215

text:
Except as provided in RCW 32.32.222, no converted savings bank may declare or pay a cash dividend unless the declaration or payment of the dividend would be in accordance with the requirements of *RCW 30.04.180 and would not have the effect of reducing the net worth of the converted savings bank below (1) the amount required for the liquidation account or (2) the amount required by the director.
[ 1994 c 92 s 363; 1985 c 56 s 22; 1981 c 85 s 42.]
Notes:
*Reviser's note: RCW 30.04.180 was recodified as RCW 30A.04.180 pursuant to 2014 c 37 s 4, effective January 5, 2015.

catchline: Limitation on cash dividends.


title: RCW 32.32.220

text:
Except as provided in RCW 32.32.222, no converted savings bank may, without the prior approval of the director, for a period of ten years after the date of its conversion, declare or pay a cash dividend on its capital stock in an amount in excess of one-half of the greater of:
(1) The savings bank's net income for the current fiscal year; or
(2) The average of the savings bank's net income for the current fiscal year and not more than two of the immediately preceding fiscal years.
For purposes of this chapter, "net income" shall be determined by generally accepted accounting principles.
[ 1994 c 92 s 364; 1985 c 56 s 23; 1981 c 85 s 43.]

catchline: Limitation on certain cash dividends within ten years of conversion.


title: RCW 32.32.222

text:
A converted mutual savings bank may pay dividends on preferred stock at the rate or rates agreed in connection with the issuance of preferred stock if such issuance has been approved by the director.
[ 1994 c 92 s 365; 1985 c 56 s 24.]

catchline: Dividends on preferred stock.


title: RCW 32.32.225

text:
In the offer, sale, or purchase of securities issued incident to its conversion, no savings bank, or any director, officer, attorney, agent, or employee thereof, may (1) employ any device, scheme, or artifice to defraud, or (2) obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (3) engage in any act, transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a purchaser or seller.
[ 1981 c 85 s 44.]

catchline: Prohibitions on offer, sale, or purchase of securities.


title: RCW 32.32.228

text:
(1) As used in this section, the following definitions apply:
(a) "Control" means directly or indirectly alone or in concert with others to own, control, or hold the power to vote twenty-five percent or more of the outstanding stock or voting power of the controlled entity;
(b) "Acquiring depository institution" means a bank or bank holding company, or a converted mutual savings bank or the holding company of a mutual savings bank, or a savings and loan association or the holding company of a savings and loan association, which is chartered in or whose principal office is located in another state, and which seeks to acquire control of a Washington savings bank;
(c) "Acquiring party" means the person acquiring control of a bank through the purchase of stock;
(d) "Person" means any individual, corporation, partnership, group acting in concert, association, business trust, or other organization.
(2)(a) It is unlawful for any person to acquire control of a converted savings bank until thirty days after filing with the director a completed application. The application shall be under oath or affirmation, and shall contain substantially all of the following information plus any additional information that the director may prescribe as necessary or appropriate in the particular instance for the protection of bank depositors, borrowers, or shareholders and the public interest:
(i) The identity and banking and business experience of each person by whom or on whose behalf acquisition is to be made;
(ii) The financial and managerial resources and future prospects of each person involved in the acquisition;
(iii) The terms and conditions of any proposed acquisition and the manner in which the acquisition is to be made;
(iv) The source and amount of the funds or other consideration used or to be used in making the acquisition, and a description of the transaction and the names of the parties if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition;
(v) Any plan or proposal which any person making the acquisition may have to liquidate the bank, to sell its assets, to merge it with any other bank, or to make any other major change in its business or corporate structure or management;
(vi) The identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on its behalf, who makes solicitations or recommendations to shareholders for the purpose of assisting in the acquisition and a brief description of the terms of the employment, retainer, or arrangement for compensation;
(vii) Copies of all invitations for tenders or advertisements making a tender offer to shareholders for the purchase of their stock to be used in connection with the proposed acquisition; and
(viii) Such additional information as shall be necessary to satisfy the director, in the exercise of the director's discretion, that each such person and associate meets the standards of character, responsibility, and general fitness established for incorporators of a savings bank under RCW 32.08.040.
(b)(i) Notwithstanding any other provision of this section, and subject to (b)(ii) of this subsection, an acquiring depository institution must apply to the director and notify the savings bank to be acquired of an intent to acquire control and the date of the proposed acquisition of control at least thirty days before the date of the acquisition of control.
(ii) Except to the extent of any conflict with applicable federal law, (b)(i) of this subsection does not apply to an acquiring depository institution that is seeking to acquire control of a Washington savings bank unless the home state of the acquiring depository institution permits a Washington converted mutual savings bank, or the Washington-chartered holding company of a mutual savings bank, to acquire control of a controlled entity that is chartered in or whose principal office is located in that home state, unless under terms and conditions that are substantially the same as, or at least as favorable to entry as, those provided under (b)(i) of this subsection.
(c) When a person, other than an individual or corporation, is required to file an application under this section, the director may require that the information required by (a)(i), (ii), (vi), and (viii) of this subsection be given with respect to each person, as defined in subsection (1)(d) of this section, who has an interest in or controls a person filing an application under this subsection.
(d) When a corporation is required to file an application under this section, the director may require that information required by (a)(i), (ii), (vi), and (viii) of this subsection be given for the corporation, each officer and director of the corporation, and each person who is directly or indirectly the beneficial owner of twenty-five percent or more of the outstanding voting securities of the corporation.
(e) If any tender offer, request, or invitation for tenders or other agreements to acquire control is proposed to be made by means of a registration statement under the securities act of 1933 (48 Stat. 74, 15 U.S.C. Sec. 77(a)) [15 U.S.C. Sec. 77a], as amended, or in circumstances requiring the disclosure of similar information under the securities exchange act of 1934 (48 Stat. 881, 15 U.S.C. Sec. 78(a)) [15 U.S.C. Sec. 78a], as amended, the registration statement or application may be filed with the director in lieu of the requirements of this section.
(f) Any acquiring party shall also deliver a copy of any notice or application required by this section to the savings bank proposed to be acquired within two days after such notice or application is filed with the director.
(g) Any acquisition of control in violation of this section shall be ineffective and void.
(h) Any person who willfully or intentionally violates this section or any rule adopted under this section is guilty of a gross misdemeanor pursuant to chapter 9A.20 RCW. Each day's violation shall be considered a separate violation, and any person shall upon conviction be fined not more than one thousand dollars for each day the violation continues.
(3) The director may disapprove the acquisition of a savings bank within thirty days after the filing of a complete application pursuant to subsections (1) and (2) of this section or an extended period not exceeding an additional fifteen days if:
(a) The poor financial condition of any acquiring party might jeopardize the financial stability of the savings bank or might prejudice the interest of depositors, borrowers, or shareholders;
(b) The plan or proposal of the acquiring party to liquidate the savings bank, to sell its assets, to merge it with any person, or to make any other major change in its business or corporate structure or management is not fair and reasonable to its depositors, borrowers, or stockholders or is not in public interest;
(c) The banking and business experience and integrity of any acquiring party who would control the operation of the savings bank indicates that approval would not be in the interest of the savings bank's depositors, borrowers, or shareholders;
(d) The information provided by the application is insufficient for the director to make a determination or there has been insufficient time to verify the information provided and conduct an examination of the qualification of the acquiring party; or
(e) The acquisition would not be in the public interest.
An acquisition may be made prior to expiration of the disapproval period if the director issues written notice of intent not to disapprove the action.
The director shall set forth the basis for disapproval of any proposed acquisition in writing and shall provide a copy of such findings and order to the applicants and to the bank involved. Such findings and order shall not be disclosed to any other party and shall not be subject to public disclosure under chapter 42.56 RCW unless the findings and/or order are appealed pursuant to chapter 34.05 RCW.
Whenever such a change in control occurs, each party to the transaction shall report promptly to the director any changes or replacement of its chief executive officer or of any director occurring in the next twelve-month period, including in its report a statement of the past and current business and professional affiliations of the new chief executive officer or directors.
(4)(a) For a period of ten years following the acquisition of control by any person, neither such acquiring party nor any associate shall receive any loan or the use of any of the funds of, nor purchase, lease, or otherwise receive any property from, nor receive any consideration from the sale, lease, or any other conveyance of property to, any savings bank in which the acquiring party has control except as provided in (b) of this subsection.
(b) Upon application by any acquiring party or associate subject to (a) of this subsection, the director may approve a transaction between a converted savings bank and such acquiring party, person, or associate, upon finding that the terms and conditions of the transaction are at least as advantageous to the savings bank as the savings bank would obtain in a comparable transaction with an unaffiliated person.
(5) Except with the consent of the director, no converted savings bank shall, for the purpose of enabling any person to purchase any or all shares of its capital stock, pledge or otherwise transfer any of its assets as security for a loan to such person or to any associate, or pay any dividend to any such person or associate. Nothing in this section shall prohibit a dividend of stock among shareholders in proportion to their shareholdings. In the event any clause of this section is declared to be unconstitutional or otherwise invalid, all remaining dependent and independent clauses of this section shall remain in full force and effect.
[ 2005 c 348 s 5; 2005 c 274 s 259; 1994 c 92 s 366; 1989 c 180 s 6; 1985 c 56 s 25.]
Notes:
Reviser's note: This section was amended by 2005 c 274 s 259 and by 2005 c 348 s 5, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Effective date—2005 c 348: See note following RCW 30A.38.005.

catchline: Acquisition of control of a converted savings bank—State reciprocity—Definitions.


title: RCW 32.32.230

text:
(1) No conversion may be approved by the director unless the plan of conversion provides that the converted savings bank shall enter into an agreement with the director, in form satisfactory to the director, which shall provide that for a period of three years following the conversion any company significantly engaged in an unrelated business activity, either directly or through an affiliate thereof, shall not be permitted, regardless of the form of the transaction, to acquire control of the converted savings bank. Any acquisition of a converted savings bank shall also comply with RCW 32.32.228.
(2) As used in this section:
(a) The term "affiliate" means any person or company which controls, is controlled by, or is under common control with, a specified company.
(b) A person or company shall be deemed to have "control" of:
(i) A savings bank if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares of the savings bank, or controls in any manner the election of a majority of the directors of the bank;
(ii) Any other company if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares or rights of the other company, or controls in any manner the election or appointment of a majority of the directors or trustees of the other company, or is a general partner in or has contributed more than twenty-five percent of the capital of the other company;
(iii) A trust if the person is a trustee thereof; or
(iv) A savings bank or any other company if the director determines, after reasonable notice and opportunity for hearing, that the person directly or indirectly exercises a controlling influence over the management or policies of the savings bank or other company.
(c) A company shall be deemed to be "significantly engaged" in an unrelated business activity if its unrelated business activities would represent, on either an actual or a pro forma basis, more than fifteen percent of its consolidated net worth at the close of this preceding fiscal year or of its consolidated net earnings for such fiscal year.
(d) The term "unrelated business activity" means any business activity not authorized for a savings bank or any subsidiary thereof.
[ 1994 c 92 s 367; 1985 c 56 s 26; 1981 c 85 s 45.]

catchline: Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.


title: RCW 32.32.235

text:
To the extent permitted by applicable federal or state law, a plan of conversion may provide for a provision in the charter of the converted savings bank containing, in substance, the restriction set forth in RCW 32.32.230. There may also be included a restriction providing that the charter provision may be amended only by a vote of up to seventy-five percent of the votes eligible to be cast at a regular or special meeting of shareholders of the converted savings bank. If the converted savings bank elects to adopt the foregoing optional charter provision, the director shall impose, as a condition to approval of the conversion, a requirement that the converted savings bank fully enforce the charter provision.
[ 1994 c 92 s 368; 1981 c 85 s 46.]

catchline: Plan of conversion—Charter restrictions permitted.


title: RCW 32.32.240

text:
A savings bank which is considering converting pursuant to this chapter and its directors, officers, and employees shall keep this consideration in the strictest confidence and shall only discuss the potential conversion as would be consistent with the need to prepare information for filing an application for conversion. Should this confidence be breached the director may require remedial measures including:
(1) A public statement by the savings bank that its board of directors is currently considering converting pursuant to this chapter;
(2) Providing for an eligibility record date which shall be as of such a date prior to the adoption of the plan by the converting savings bank's board of directors as to assure the equitability of the conversion;
(3) Limitation of the subscription rights of any person violating or aiding the violation of this section to an amount deemed appropriate by the director; and
(4) Any other actions the director may deem appropriate and necessary to assure the fairness and equitability of the conversion.
[ 1994 c 92 s 369; 1981 c 85 s 47.]

catchline: Confidentiality of consideration to convert—Remedial measures for breach.


title: RCW 32.32.245

text:
If it should become essential as a result of rumors prior to the adoption of a plan of conversion by the applicant's board of directors, a public statement limited to that purpose may be made by the applicant.
[ 1981 c 85 s 48.]

catchline: Public statement authorized.


title: RCW 32.32.250

text:
Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors, the savings bank shall:
(1) Notify its account holders of the action by publishing a statement in a newspaper having general circulation in each community in which an office of the savings bank is located and/or by mailing a letter to each of its account holders; and
(2) Have copies of the adopted plan of conversion available for inspection by its account holders at each office of the savings bank.
The savings bank may also issue a press release with respect to the action. Copies of the proposed statement, letter, and press release are not required to be filed with the director but may be submitted to the director for comment. Copies of the definitive statement, letter, and press release shall be filed with the director as part of the application for conversion.
[ 1994 c 92 s 370; 1981 c 85 s 49.]

catchline: Adoption of plan of conversion—Notice to and inspection by account holders—Statement and letter—Press release authorized.


title: RCW 32.32.255

text:
The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250, unless otherwise authorized by the director, shall contain only (but need not contain all of) the following:
(1) A statement that the board of directors has adopted a plan to convert the savings bank from a mutual savings bank to a capital stock savings bank;
(2) A statement that the plan of conversion is subject to approval by the director and by the appropriate federal regulatory authority or authorities (naming such an authority or authorities) before the plan can become effective and that account holders of the applicant will have an opportunity to file written comments including objections and materials supporting the objections with the director;
(3) A statement that the plan of conversion is contingent upon obtaining favorable tax rulings from the Internal Revenue Service or an appropriate tax opinion;
(4) A statement that there is no assurance that the approval of the director or the approval of any appropriate federal authority or authorities will be obtained, and also no assurance that the favorable tax rulings or tax opinion will be received;
(5) The proposed record date for determining the eligible account holders entitled to receive nontransferable subscription rights to purchase capital stock of the applicant;
(6) A brief statement describing the circumstances that would require supplemental eligible account holders to receive nontransferable subscription rights to purchase capital stock of the applicant;
(7) A brief description of the plan of conversion;
(8) The par value and approximate number of shares of capital stock to be issued and sold under the plan of conversion;
(9) A brief statement as to the extent to which directors, officers, and employees will participate in the conversion;
(10) A statement that savings account holders will continue to hold accounts in the converted savings bank identical as to dollar amount, rate of return, and general terms and that their accounts will continue to be insured by the Federal Deposit Insurance Corporation;
(11) A statement that borrowers' loans will be unaffected by conversion and that the amount, rate, maturity, security, and other conditions will remain contractually fixed as they existed prior to conversion;
(12) A statement that the normal business of the savings bank in accepting savings and making loans will continue without interruption; that the converted savings bank will continue after conversion to conduct its present services to savings account holders and borrowers under current policies to be carried on in existing offices and by the present management and staff;
(13) A statement that the plan of conversion may be substantively amended or terminated by the board of directors with the concurrence of the director; and
(14) A statement that questions of account holders may be answered by telephoning or writing to the savings bank.
[ 1994 c 92 s 371; 1981 c 85 s 50.]

catchline: Statement, letter, and press release—Content permitted.


title: RCW 32.32.260

text:
The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250 shall not include financial statements or describe the benefits of conversion or the value of the capital stock of the savings bank upon conversion. In replying to inquiries, the savings bank should limit its answers to the matters listed in RCW 32.32.255.
[ 1981 c 85 s 51.]

catchline: Statement, letter, and press release—Contents prohibited—Inquiries.


title: RCW 32.32.265

text:
Upon determination that an application for conversion is properly executed and is not materially incomplete, the director shall advise the applicant, in writing, to publish notices of the filing of the application. Promptly after receipt of the advice, the applicant shall furnish a written notice of the filing to each eligible account holder and also publish a notice of the filing in a newspaper printed in the English language and having general circulation in each community in which an office of the applicant is located, as follows:
NOTICE OF FILING OF AN APPLICATION
FOR APPROVAL TO CONVERT TO A
STOCK SAVINGS BANK
Notice is hereby given that, pursuant to chapter 32.32 of the Revised Code of Washington
. . . .
(fill in name of applicant)
has filed an application with the Director of Financial Institutions for approval to convert to the stock form of organization. Copies of the application have been delivered to (address) .
Written comments, including objections to the plan of conversion and materials supporting the objections, from any account holder of the applicant or aggrieved person, will be considered by the director if filed within twenty business days after the date of this notice. Failure to make written comments in objection may preclude the pursuit of any administrative or judicial remedies. Three copies of the comments should be sent to the aforementioned. The proposed plan of conversion and any comments thereon will be available for inspection by any account holder of the applicant at (address) . A copy of the plan may also be inspected at each office of the applicant.
If a significant number of the applicant's account holders speak a language other than English and a newspaper in that language is published in the area served by the applicant, an appropriate translation of the notice shall also be published in that newspaper. A notice sent by mail may be accompanied by the statement that the converting institution will not mail a subscription offering circular to an eligible account holder or a supplemental eligible account holder unless the eligible account holder or the supplemental eligible account holder, prior to the commencement of the subscription offering, requests the subscription offering circular by returning a postcard. The issuer of stock in the conversion shall pay the postage of this postcard and shall inform the eligible account holder or supplemental eligible holder that the postage is paid.
[ 1994 c 92 s 372; 1985 c 56 s 27; 1981 c 85 s 52.]

catchline: Notices of filing of application—Requests for subscription offering circular.


title: RCW 32.32.270

text:
Promptly after publication of the notices prescribed in RCW 32.32.265, the applicant shall file with the director the notice and affidavit of publication from each newspaper publisher in the manner the director shall require.
[ 1994 c 92 s 373; 1981 c 85 s 53.]

catchline: Filing of notice and affidavit of publication required.


title: RCW 32.32.275

text:
Should the applicant desire to submit any information it deems to be of a confidential nature regarding any item or a part of any exhibit included in any application under this chapter, the information pertaining to the item or exhibit shall be separately bound and labeled "confidential", and a statement shall be submitted therewith briefly setting forth the grounds on which the information should be treated as confidential. Only general reference thereto need be made in that portion of the application which the applicant deems not to be confidential. Applications under this chapter shall be made available for inspection by the public, except for portions which are bound and labeled "confidential" and which the director determines to withhold from public availability under chapter 42.56 RCW. The applicant shall be advised of any decision by the director to make public information designated as "confidential" by the applicant. Even though sections of the application are considered "confidential" as far as public inspection thereof is concerned, to the extent the director deems necessary the director may comment on the confidential submissions in any public statement in connection with the director's decision on the application without prior notice to the applicant.
[ 2005 c 274 s 260; 1994 c 92 s 374; 1981 c 85 s 54.]

catchline: Applications available for public inspection—Confidential information.


title: RCW 32.32.280

text:
No offer to sell securities of an applicant pursuant to a plan of conversion may be made prior to approval by the director of the application for conversion. No sale of these securities in the subscription offering may be made except by means of the final offering circular for the subscription offering. No sale of unsubscribed securities may be made except by means of the final offering circular for the public offering or direct community marketing. The offering of shares in the direct community marketing may commence during the subscription offering upon the declaration of effectiveness by the director of the offering circular proposed for the community offering. This section shall not apply to preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are to be in privity of contract with the applicant.
[ 1994 c 92 s 375; 1981 c 85 s 55.]

catchline: Offers and sales of securities—Prohibitions.


title: RCW 32.32.285

text:
Any preliminary offering circular for the subscription offering, the public offering, or the direct community marketing which has been filed with the director may be distributed to eligible account holders or supplemental eligible account holders and to others in connection with the offering after the director has advised the applicant in writing that the application is properly executed and is not materially incomplete under RCW 32.32.265. No final offering circular may be distributed until the offering circular has been declared effective by the director.
[ 1994 c 92 s 376; 1981 c 85 s 56.]

catchline: Distribution of offering circulars authorized.


title: RCW 32.32.290

text:
With respect to the capital stock of the applicant to be sold under the plan of conversion, any preliminary offering circular for the subscription offering shall set forth the estimated subscription price range. The maximum of the price range should normally be no more than fifteen percent above the average of the minimum and maximum of the price range and the minimum should normally be no more than fifteen percent below this average. The maximum price used in the price range should normally be no more than fifty dollars per share and the minimum no less than five dollars per share.
[ 1994 c 256 s 106; 1981 c 85 s 57.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Preliminary offering circular for subscription offering—Estimated subscription price range required.


title: RCW 32.32.295

text:
The director shall review the price information required under RCW 32.32.290 in determining whether to give approval to an application for conversion. No representations may be made in any manner that the price information has been approved by the director or that the shares of capital stock sold pursuant to the plan of conversion have been approved or disapproved by the director or that the director has passed upon the accuracy or adequacy of any offering circular covering the shares.
[ 1994 c 92 s 377; 1981 c 85 s 58.]

catchline: Review of price information by director.


title: RCW 32.32.300

text:
Underwriting commissions shall not exceed an amount or percentage per share acceptable to the director. No underwriting commission may be allowed or paid with respect to shares of capital stock sold in the subscription offering; however, an underwriter may be reimbursed for accountable expenses in connection with the subscription offering where the public offering is so small that reasonable underwriting commissions thereon would not be sufficient to cover total accountable expenses. The term "underwriting commissions" includes underwriting discounts.
[ 1994 c 92 s 378; 1981 c 85 s 59.]

catchline: Underwriting commissions.


title: RCW 32.32.305

text:
In considering the pricing information required under RCW 32.32.290, the director shall apply the following guidelines:
(1) The materials shall be prepared by persons independent of the applicant, experienced and expert in the area of corporate appraisal, and acceptable to the director;
(2) The materials shall contain data which are sufficient to support the conclusions reached therein;
(3) The materials shall contain a complete and detailed description of the appraisal methodology employed; and
(4) To the extent that the appraisal is based on a capitalization of the pro forma income of the converted savings bank, the materials shall indicate the basis for determination of the income to be derived from the proceeds of the sale of stock and demonstrate the appropriateness of the earnings multiple used, including assumptions made as to future earnings growth. To the extent that the appraisal is based on comparison of the capital stock of the applicant with outstanding capital stock of existing stock savings banks or stock savings and loan associations, the materials shall demonstrate the appropriate comparability of the form and substance of the outstanding capital stock and the appropriate comparability of the existing stock savings banks and stock savings and loan associations in terms of such factors as size, market area, competitive conditions, profit history, and expected future earnings.
[ 1994 c 92 s 379; 1981 c 85 s 60.]

catchline: Consideration of pricing information by director—Guidelines.


title: RCW 32.32.310

text:
In addition to the information required in RCW 32.32.305, the applicant shall submit information demonstrating to the satisfaction of the director the independence and expertise of any person preparing materials under RCW 32.32.305. However, a person will not be considered as lacking independence for the reason that the person will participate in effecting a sale of capital stock under the plan of conversion or will receive a fee from the applicant for services rendered in connection with the appraisal.
[ 1994 c 92 s 380; 1981 c 85 s 61.]

catchline: Submission of information by applicant.


title: RCW 32.32.315

text:
Promptly after the director has declared the offering circular for the subscription offering effective, the applicant shall distribute order forms for the purchase of shares of capital stock in the subscription offering to all eligible account holders, supplemental eligible account holders (if applicable), and other persons who may subscribe for the shares under the plan of conversion.
[ 1994 c 92 s 381; 1981 c 85 s 62.]

catchline: Subscription offering—Distribution of order forms for the purchase of shares.


title: RCW 32.32.320

text:
Each order form distributed pursuant to RCW 32.32.315 shall be accompanied or preceded by the final offering circular for the subscription offering and a set of detailed instructions explaining how to properly complete the order forms.
[ 1981 c 85 s 63.]

catchline: Order forms—Final offering circular and detailed instructions.


title: RCW 32.32.325

text:
The maximum subscription price stated on each order form distributed pursuant to RCW 32.32.315 shall be the amount to be paid when the order form is returned. The maximum subscription price and the actual subscription price shall be within the subscription price range stated in the director's approval and the offering circular. If either the maximum subscription price or the actual subscription price is not within this subscription price range, the applicant shall obtain an amendment to the director's approval. If appropriate, the director shall condition the giving of amended approval by requiring a resolicitation of order forms. If the actual public offering price is less than the maximum subscription price stated on the order form, the actual subscription price shall be correspondingly reduced and the difference shall be refunded to those who have paid the maximum subscription price.
[ 1994 c 92 s 382; 1981 c 85 s 64.]

catchline: Subscription price.


title: RCW 32.32.330

text:
Each order form distributed pursuant to RCW 32.32.315 shall be prepared so as to indicate to the person receiving it, in as simple, clear, and intelligible a manner as possible, the actions which are required or available to the person with respect to the form and the capital stock offered for purchase thereby. Specifically, each order form shall:
(1) Indicate the maximum number of shares that may be purchased pursuant to the subscription offering;
(2) Indicate the period of time within which the subscription rights must be exercised, which period of time shall not be less than twenty days following the date of the mailing of the order form;
(3) State the maximum subscription price per share of capital stock;
(4) Indicate any requirements as to the minimum number of shares of capital stock which may be purchased;
(5) Provide a specifically designated blank space or spaces for indicating the number of shares of capital stock which the eligible account holder or other person wishes to purchase;
(6) Indicate that payment may be made by cash if delivered in person or by check or by withdrawal from an account holder's savings account. If payment is to be made by withdrawal, a box to check should be provided;
(7) Provide specifically designated blank spaces for dating and signing the order form;
(8) Contain an acknowledgment by the account holder or other person signing the order form that the person has received the final offering circular for the subscription offering prior to signing; and
(9) Indicate the consequences of failing to properly complete and return the order form, including a statement that the subscription rights are nontransferable and will become void at the end of the subscription period. The order form may, and the set of instructions shall, indicate the place or places to which the order forms are to be returned and when the applicant will consider order forms received, such as by date and time of actual receipt in the applicant's offices or by date and time of postmark.
[ 1981 c 85 s 65.]

catchline: Order form—Contents.


title: RCW 32.32.335

text:
The order form distributed pursuant to RCW 32.32.315 may provide that it may not be modified without the applicant's consent after its receipt by the applicant. If payment is to be made by withdrawal from a savings account the applicant may, but need not, cause the withdrawal to be made upon receipt of the order form. If the withdrawal is made at any time prior to the closing date of the public offering, the applicant shall pay interest to the account holder on the account withdrawn as if the amount had remained in the account from which it was withdrawn until the closing date.
[ 1981 c 85 s 66.]

catchline: Order form—Additional provision authorized—Payment by withdrawal.


title: RCW 32.32.340

text:
The sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in a public offering or direct community marketing, shall be completed as promptly as possible and within forty-five calendar days after the last day of the subscription period, unless extended by the director.
[ 1994 c 92 s 383; 1981 c 85 s 67.]

catchline: Time period for completion of sale of all shares of capital stock.


title: RCW 32.32.345

text:
An applicant that desires to convert in accordance with this chapter shall file copies of an application for approval in the form and number prescribed by the director.
[ 1994 c 92 s 384; 1981 c 85 s 68.]

catchline: Copies of application for approval to be filed.