title: RCW 30A.04.212

text:
(1) In addition to the powers granted under RCW 30A.04.210 and subject to the limitations and restrictions contained in this section and in RCW 30A.60.010 and 30A.60.020, a bank:
(a) May acquire any interest in unimproved or improved real property;
(b) May construct, alter, and manage improvements of any description on real estate in which it holds a substantial equity interest.
(2) The powers granted under subsection (1) of this section do not include, and a bank may not:
(a) Manage any real property in which the bank does not own a substantial equity interest;
(b) Engage in activities of selling, leasing, or otherwise dealing in real property as an agent or broker; or
(c) Acquire any equity interest in any one to four-family dwelling that is used as a principal residence by the owner of the dwelling; however, this shall not prohibit a bank from making loans secured by such dwelling where all or part of the bank's anticipated compensation results from the appreciation and sale of such dwelling.
(3) The aggregate amount of funds invested under this section shall not exceed two percent of a bank's capital, surplus, and undivided profits. Such percentage amount shall be increased based upon the most recent community reinvestment rating assigned to a bank by the director in accordance with RCW 30A.60.010, as follows:
(a) Excellent performance: Increase to 10%
(b) Good performance: Increase to 8%
(c) Satisfactory performance: Increase to 6%
(d) Inadequate performance: Increase to 3%
(e) Poor performance: No increase
(4) For purposes of this section only, each bank will be deemed to have been assigned a community reinvestment rating of "1" for the period beginning with January 1, 1986, and ending December 31, 1986. Thereafter, each bank will be assigned an annual rating in accordance with RCW 30A.60.010, which rating shall remain in effect for the next succeeding year and until the director has conducted a new investigation and assigned a new rating for the next succeeding year, the process repeating on an annual basis.
(5) No bank may at any time be required to dispose of any investment made in accordance with this section due to the fact that the bank is not then authorized to acquire such investment, if such investment was lawfully acquired by the bank at the time of acquisition.
(6) The director shall limit the amount that may be invested in a single project or investment and may adopt any rule necessary to the safe and sound exercise of powers granted by this section.
[ 2014 c 37 s 119; 1994 c 92 s 19; 1985 c 329 s 5. Formerly RCW 30.04.212.]
Notes:
Legislative intent—1985 c 329: See note following RCW 30A.60.010.
Effective date—1985 c 329: See RCW 30A.60.901.
Adoption of rules: RCW 30A.60.030.

catchline: Real property and improvements thereon.


doc_type: statute

jurisdiction: wa

title: RCW 30A.04.214

text:
(1) An amount equal to ten percent of the aggregate amount invested in real estate in accordance with RCW 30A.04.212 shall be placed in qualifying community investments as defined in subsection (2) of this section.
(2) "Qualifying community investment" means any direct or indirect investment or extension of credit made by a bank in projects or programs designed to develop or redevelop areas in which persons with low or moderate incomes reside, designed to meet the credit needs of such low or moderate-income areas, or that primarily benefits low and moderate-income residents of such areas. The term includes, but is not limited to, any of the following within the state of Washington:
(a) Investments in governmentally insured, guaranteed, subsidized, or otherwise sponsored programs for housing, small farms, or businesses that address the needs of the low and moderate-income areas.
(b) Investments in residential mortgage loans, home improvements loans, housing rehabilitation loans, and small business or small farm loans originated in low and moderate-income areas, or the purchase of such loans originated in low and moderate-income areas.
(c) Investments for the preservation or revitalization of urban or rural communities in low and moderate-income areas.
The term does not include personal installment loans, loans made to purchase, or loans secured by an automobile.
(3) A qualifying community investment made by an entity that wholly owns a bank, is wholly owned by a bank, or is wholly owned by an entity that wholly owns the bank is deemed to have been made by a bank to satisfy the requirements of subsection (1) of this section.
[ 2014 c 37 s 120; 1985 c 329 s 6. Formerly RCW 30.04.214.]
Notes:
Legislative intent—1985 c 329: See note following RCW 30A.60.010.
Effective date—1985 c 329: See RCW 30A.60.901.
Adoption of rules: RCW 30A.60.030.

license: public-domain-government-work

rule_set: Revised Code of Washington

catchline: Qualifying community investments.

code: rcw

unit: section

court: Washington State Legislature


title: RCW 30A.04.215

text:
(1) Notwithstanding any other provisions of law, in addition to all powers enumerated by this title, and those necessarily implied therefrom, a bank may engage in other business activities that have been determined by the board of governors of the federal reserve system or by the United States Congress to be closely related to the business of banking, as of July 28, 2013.
(2) A bank that desires to perform an activity that is not expressly authorized by subsection (1) of this section shall first apply to the director for authorization to conduct such activity. Within thirty days of the receipt of this application, the director shall determine whether the activity is closely related to the business of banking, whether the public convenience and advantage will be promoted, whether the activity is apt to create an unsafe and unsound practice by the bank and whether the applicant is capable of performing such an activity. If the director finds the activity to be closely related to the business of banking and the bank is otherwise qualified, he or she shall immediately inform the applicant that the activity is authorized. If the director determines that such activity is not closely related to the business of banking or that the bank is not otherwise qualified, he or she shall promptly inform the applicant in writing. The applicant shall have the right to appeal from an unfavorable determination in accordance with the procedures of the Administrative Procedure Act, chapter 34.05 RCW. In determining whether a particular activity is closely related to the business of banking, the director shall be guided by the rulings of the board of governors of the federal reserve system and the comptroller of the currency in making determinations in connection with the powers exercisable by bank holding companies, and the activities performed by other commercial banks or their holding companies.
(3) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a bank has under the laws of this state, a bank shall have the powers and authorities conferred as of July 28, 1985, or as of any subsequent date not later than July 28, 2013, upon any federally chartered bank doing business in this state. A bank may exercise the powers and authorities conferred on a federally chartered bank after July 28, 2013, only if the director finds that the exercise of such powers and authorities:
(a) Serves the convenience and advantage of depositors, borrowers, or the general public; and
(b) Maintains the fairness of competition and parity between state-chartered banks and federally chartered banks.
(4) Notwithstanding any other provisions of law, a bank has the powers and authorities that an out-of-state state bank operating a branch in Washington has if the director finds that the exercise of such powers and authorities serves the convenience and advantage of depositors and borrowers, or the general public, and maintains the fairness of competition and parity between state-chartered banks and out-of-state state banks.
(5) As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
(6) The restrictions, limitations, and requirements applicable to specific powers and authorities of federally chartered banks and out-of-state state banks, as applicable, shall apply to banks exercising those powers and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers and authorities granted banks solely under this section.
(7) The director may require a bank to provide notice to the director prior to implementation of a plan to develop, improve, or continue holding real estate, including capitalized and operating leases, acquired through any means in full or partial satisfaction of a debt previously contracted, under circumstances which a national bank would be required to provide notice to the comptroller of the currency prior to implementation of such a plan. The director may adopt rules or issue orders, directives, standards, policies, memoranda, or other official communications to specify guidance with regard to the exercise of the powers and authorities to expend such funds as are needed to enable a bank to recover its total investment to the fullest extent authorized for a national bank under the national bank act, 12 U.S.C. Sec. 29.
(8) Any activity which may be performed by a bank, except the taking of deposits, may be performed by (a) a corporation or (b) another entity approved by the director, which in either case is owned in whole or in part by the bank.
[ 2014 c 37 s 121; 2013 c 76 s 4; 2010 c 88 s 12; 2003 c 24 s 2. Prior: 1995 c 344 s 2; 1995 c 134 s 2; prior: 1994 c 256 s 37; 1994 c 92 s 20; 1986 c 279 s 10; 1983 c 157 s 8; 1969 c 136 s 7. Formerly RCW 30.04.215.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1983 c 157: See note following RCW 30A.04.060.

catchline: Engaging in other business activities.


title: RCW 30A.04.217

text:
(1) Notwithstanding any other provisions of law, in addition to all powers, express or implied, that a bank has under the laws of this state, a bank shall have the powers and authorities conferred upon a savings bank under Title 32 RCW.
(2) As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
(3) The restrictions, limitations, and requirements applicable to specific powers and authorities of savings banks shall apply to banks exercising those powers and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers and authorities granted banks solely under this section.
[ 2013 c 76 s 5; 2010 c 88 s 13; 2003 c 24 s 1. Formerly RCW 30.04.217.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.

catchline: Additional powers of a bank—Powers and authorities of savings bank—Definition—Restrictions.


title: RCW 30A.04.220

text:
Every corporation, which on March 10, 1917, was actually and publicly engaged in banking or trust business in this state in full compliance with the laws hereof, which were in force immediately prior to March 10, 1917, may, if it otherwise complies with the provisions of this title, continue its said business, subject to the terms and regulations hereof and without amending its articles of incorporation, although its name and the amount of its capital stock, the number or length of terms of its directors or the form of its articles of incorporation do not comply with the requirements of this title: PROVIDED,
(1) That any such bank, which was by the director lawfully permitted to operate, although its capital stock was not fully paid in, shall pay in the balance of its capital stock at such times and in such amounts as the director may require;
(2) That, except with written permission of the director, any bank which shall amend its articles of incorporation must in such event comply with all the requirements of this title.
[ 2014 c 37 s 122; 1994 c 92 s 21; 1955 c 33 s 30.04.220. Prior: 1937 c 31 s 1; 1917 c 80 s 78; RRS s 3285. Formerly RCW 30.04.220.]

catchline: Corporations existing under former laws.


title: RCW 30A.04.225

text:
In the absence of an express prohibition in its articles of incorporation, the making of contributions or gifts for the public welfare, or for charitable, scientific, or educational purposes by a state bank is within its powers and shall be deemed to inure to the benefit of the bank.
[ 2014 c 37 s 123; 1986 c 279 s 11. Formerly RCW 30.04.225.]

catchline: Contributions and gifts.


title: RCW 30A.04.230

text:
(1) A corporation or association organized under the laws of this state or licensed to transact business in the state may acquire any or all shares of stock of any bank or national banking association. Nothing in this section shall be construed to prohibit the merger, consolidation, or reorganization of a bank in accordance with this title.
(2) Unless the terms of this section or RCW 30A.04.232 are complied with, an out-of-state bank holding company shall not acquire more than five percent of the shares of the voting stock or all or substantially all of the assets of a bank or national banking association the principal operations of which are conducted within this state.
(3) As used in this section a "bank holding company" means a company that is a bank holding company as defined by the Bank Holding Company Act of 1956, as amended (12 U.S.C. Sec. 1841 et seq.). An "out-of-state bank holding company" is a bank holding company that principally conducts its operations outside this state, as measured by total deposits held or controlled by its bank subsidiaries on the date on which it became a holding company. A "domestic bank holding company" is a bank holding company that principally conducts its operations within this state, as measured by total deposits held or controlled by its bank subsidiaries on the date on which it became a bank holding company.
(4) Any such acquisition referred to under subsection (2) of this section by an out-of-state bank holding company requires the express written approval of the director. Approval shall not be granted unless and until the following conditions are met:
(a) An out-of-state bank holding company desiring to make an acquisition referred to under subsection (2) of this section and the bank, national banking association, or domestic bank holding company parent thereof, if any, proposed to be acquired shall file an application in writing with the director. The director shall by rule establish the fee schedule to be collected from the applicant in connection with the application. The fee shall not exceed the cost of processing the application. The application shall contain such information as the director may prescribe by rule as necessary or appropriate for the purpose of making a determination under this section. The application and supporting information and all examination reports and information obtained by the director and the director's staff in conducting its investigation shall be confidential and privileged and not subject to public disclosure under chapter 42.56 RCW. The application and information may be disclosed to federal bank regulatory agencies and to officials empowered to investigate criminal charges, subject to legal process, valid search warrant, or subpoena. In any civil action in which such application or information is sought to be discovered or used as evidence, any party may, upon notice to the director and other parties, petition for an in camera review. The court may permit discovery and introduction of only those portions that are relevant and otherwise unobtainable by the requesting party. The application and information shall be discoverable in any judicial action challenging the approval of an acquisition by the director as arbitrary and capricious or unlawful.
(b) The director shall find that:
(i) The bank or national banking association that is proposed to be acquired or the domestic bank holding company controlling such bank or national banking association is in such a liquidity or financial condition as to be in danger of closing, failing, or insolvency. In making any such determination the director shall be guided by the criteria developed by the federal regulatory agencies with respect to emergency acquisitions under the provisions of 12 U.S.C. Sec. 1828(c);
(ii) There is no state bank or national banking association doing business in the state of Washington or domestic bank holding company with sufficient resources willing to acquire the entire bank or national banking association on at least as favorable terms as the out-of-state bank holding company is willing to acquire it;
(iii) The applicant out-of-state bank holding company has provided all information and documents requested by the director in relation to the application; and
(iv) The applicant out-of-state bank holding company has demonstrated an acceptable record of meeting the credit needs of its entire community, including low and moderate-income neighborhoods, consistent with the safe and sound operation of such institution.
(c) The director shall consider:
(i) The financial institution structure of this state; and
(ii) The convenience and needs of the public of this state.
(5) Nothing in this section may be construed to prohibit, limit, restrict, or subject to further regulation the ownership by a bank of the stock of a bank service corporation or a banker's bank.
[ 2014 c 37 s 124; 2005 c 274 s 252; 1994 c 92 s 22; 1987 c 420 s 2. Prior: 1985 c 310 s 2; 1985 c 305 s 4; 1983 c 157 s 9; 1982 c 196 s 7; 1981 c 89 s 2; 1973 1st ex.s. c 92 s 1; 1961 c 69 s 1; 1955 c 33 s 30.04.230; prior: 1933 c 42 s 10; RRS s 3243-1. Formerly RCW 30.04.230.]
Notes:
Construction—Effective date—1985 c 310: See notes following RCW 30A.04.232.
Severability—1983 c 157: See note following RCW 30A.04.060.
Severability—1982 c 196: See note following RCW 30A.04.550.
Severability—1981 c 89: See note following RCW 30A.04.180.

catchline: Authority of corporation or association to acquire stock of bank or national banking association.


title: RCW 30A.04.232

text:
(1) In addition to an acquisition pursuant to RCW 30A.04.230, an out-of-state bank holding company may acquire more than five percent of the voting stock or all or substantially all of the assets of a bank or national banking association, the principal operations of which are conducted within this state, if the bank or national banking association or its predecessor, the voting stock of which is to be acquired, shall have been conducting business for a period of not less than five years.
(2) The director, consistent with 12 U.S.C. Sec. 1842(d)(2)(D), may approve an acquisition if the standard on which the approval is based does not discriminate against out-of-state banks, out-of-state bank holding companies, or subsidiaries of those banks or holding companies.
(3) As used in this section, the terms "bank holding company," "domestic bank holding company," and "out-of-state bank holding company" shall have the meanings provided in RCW 30A.04.230.
[ 2014 c 37 s 125; 1996 c 2 s 3; 1994 c 92 s 23; 1985 c 310 s 1. Formerly RCW 30.04.232.]
Notes:
Construction—1985 c 310: "Nothing in this act shall be deemed to expand or limit the power of a bank holding company or bank to engage in the insurance business." [ 1985 c 310 s 3.]
Effective date—1985 c 310: "This act shall take effect July 1, 1987." [ 1985 c 310 s 4.]

catchline: Additional authority of out-of-state holding company to acquire stock or assets of bank or national banking association.


title: RCW 30A.04.238

text:
(1) Notwithstanding any other provision of this title, a bank, with the prior approval of the director, may purchase shares of its own capital stock.
(2) When a bank purchases such shares, its capital accounts shall be reduced appropriately. The shares shall be held as authorized but unissued shares.
[ 1994 c 92 s 24; 1986 c 279 s 12; 1985 c 305 s 1. Formerly RCW 30.04.238.]

catchline: Purchase of own capital stock authorized.


title: RCW 30A.04.240

text:
(1) A person authorized under this title or Title 30B RCW to engage in a trust business shall maintain in its office a trust department in which it shall keep books and accounts of its trust business, separate and apart from its other business. Such books and accounts shall specify the cash, securities and other properties, real and personal, held in each trust, and such securities and properties shall be at all times segregated from all other securities and properties except as otherwise provided in this section.
(2) Any person connected with a bank who shall, contrary to this section or any other provision of law, commingle any funds or securities of any kind held by such corporation in trust, for safekeeping or as agent for another, with the funds or assets of the corporation is guilty of a class B felony punishable according to chapter 9A.20 RCW.
(3) Notwithstanding any other provisions of law, any fiduciary holding securities in its fiduciary capacity or any state bank or national bank holding securities as fiduciary or as custodian for a fiduciary is authorized to deposit or arrange for the deposit of such securities: (a) In a clearing corporation (as defined in Article 8 of the Uniform Commercial Code, chapter 62A.8 RCW); (b) within another state bank, national bank, or trust company having trust power whether located inside or outside of this state; or (c) within itself. When such securities are so deposited, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of such clearing corporation or state bank, national bank, or trust company holding the securities as the depository, with any other such securities deposited in such clearing corporation or depository by any person, regardless of the ownership of such securities, and certificates of small denomination may be merged into one or more certificates of larger denomination. The records of such fiduciary and the records of such state bank, national bank, or trust company as a fiduciary or as custodian for a fiduciary shall at all times show the name of the party for whose account the securities are so deposited. Ownership of, and other interests in, such securities may be transferred by bookkeeping entries on the books of such clearing corporation, state bank, national bank, or trust company without physical delivery or alteration of certificates representing such securities. A state bank, national bank, or trust company so depositing securities pursuant to this section shall be subject to such rules and regulations as, in the case of state-chartered banks, the director and, in the case of national banking associations, the comptroller of the currency may from time to time issue. A state bank or national bank acting as custodian for a fiduciary shall, on demand by the fiduciary, certify in writing to the fiduciary the securities so deposited by such state bank or national bank in such clearing corporation or state bank, national bank, or trust company acting as such depository for the account of such fiduciary. A fiduciary shall, on demand by any party to a judicial proceeding for the settlement of such fiduciary's account or on demand by the attorney for such party, certify in writing to such party the securities deposited by such fiduciary in such clearing corporation or state bank, national bank, or trust company acting as such depository for its account as such fiduciary.
This subsection shall apply to any fiduciary holding securities in its fiduciary capacity, and to any state bank or national bank holding securities as a custodian, managing agent, or custodian for a fiduciary, acting on March 14, 1973 or who thereafter may act regardless of the date of the agreement, instrument, or court order by which it is appointed and regardless of whether or not such fiduciary, custodian, managing agent, or custodian for a fiduciary owns capital stock of such clearing corporation.
[ 2014 c 37 s 126; 2013 c 76 s 6; 2003 c 53 s 184; 1994 c 92 s 25; 1979 c 45 s 1; 1973 c 99 s 1; 1955 c 33 s 30.04.240. Prior: 1919 c 209 s 16; 1917 c 80 s 49; RRS s 3256. Formerly RCW 30.04.240.]
Notes:
Intent—Effective date—2003 c 53: See notes following RCW 2.48.180.

catchline: Trust business to be kept separate—Authorized deposit of securities.


title: RCW 30A.04.260

text:
(1) No person, other than an attorney-at-law or law firm as permitted by other law, which advertises that it will furnish legal advice, construct or prepare wills, or do other legal work for its customers, shall be permitted to act as executor, administrator, or guardian; and such person whose officers or agents shall solicit legal business shall be ineligible for a period of one year thereafter to be appointed executor, administrator, or guardian in any of the courts of this state.
(2) Any person authorized under this title or Title 30B RCW to engage in a trust business, which advertises that it will furnish legal advice, construct or prepare wills, or do other legal work for its customers, and any officer, agent, or employee of such person who shall solicit legal business is guilty of a gross misdemeanor.
[ 2014 c 37 s 127; 2013 c 76 s 7; 2003 c 53 s 185; 1974 ex.s. c 117 s 43; 1955 c 33 s 30.04.260. Prior: 1929 c 72 s 4, part; 1923 c 115 s 6, part; 1921 c 94 s 1, part; 1917 c 80 s 24, part; RRS s 3231, part. Formerly RCW 30.04.260.]
Notes:
Intent—Effective date—2003 c 53: See notes following RCW 2.48.180.
Application, construction—Severability—Effective date—1974 ex.s. c 117: See RCW 11.02.080 and notes following.

catchline: Legal services, advertising of—Penalty.


title: RCW 30A.04.280

text:
(1)(a) No person shall engage in banking except in compliance with and subject to the provisions of this title, unless it is a national bank or except insofar as it may be authorized so to do by the laws of this state relating to savings banks or savings and loan associations.
(b) A person shall not engage in a trust business except in compliance with and subject to the provisions of this title. This subsection (1)(b) does not apply to: (i) An individual, sole proprietor, general partnership, or joint venture composed of individuals; (ii) a person conducting business as an attorney-at-law or law firm; or (iii) a court-appointed guardian, conservator, trustee, or receiver.
(c) A bank shall not engage in a trust business except as authorized under this title.
(d) A bank or trust company shall not establish any branch except in accordance with the provisions of this title.
(e) Except as authorized by federal law or by another law of this state, a nondepositary trust company incorporated under the laws of another state shall not be permitted to engage in a trust business in this state on more favorable terms and conditions than the terms and conditions on which trust companies incorporated under this chapter and savings banks engaged in trust business under RCW 32.08.140, 32.08.142, 32.08.210, and 32.08.215 are permitted to engage in trust business in such other state.
(2) Notwithstanding any other provision of this section, the director may by rule or order prohibit any person from engaging in a trust business in this state contrary to the requirements of this title if the conduct of the trust business in this state by such person harms or is likely to harm the general public, or if it adversely affects the business of trust companies operating in this state. The director may issue a temporary cease and desist order against such person in the manner provided for in *RCW 30.04.455 if the general public or trust companies are likely to be substantially injured by delay in issuing a cease and desist order. An order or rule made by the director pursuant to this subsection may require that any applicable person obtain a trust company charter under this title as a condition of continuing to engage in a trust business in this state, subject to meeting all qualifications for grant of a trust company charter under this title. This subsection does not apply to a person conducting business as an attorney-at-law or law firm or to a court-appointed guardian, conservator, trustee, or receiver.
[ 2013 c 76 s 8; 1998 c 45 s 1; 1996 c 2 s 4; 1955 c 33 s 30.04.280. Prior: 1933 c 42 s 3, part; 1919 c 209 s 7, part; 1917 c 80 s 15, part; RRS s 3222, part. Formerly RCW 30.04.280.]
Notes:
*Reviser's note: RCW 30.04.455 was recodified as RCW 30A.04.455 pursuant to 2014 c 37 s 4, effective January 5, 2015.

catchline: Compliance enjoined—Banking, trust business, branches—Director's authority—Rules.


title: RCW 30A.04.285

text:
(1) The director's approval of a branch within the United States or any territory of the United States or in any foreign country shall be conditioned on a finding by the director that the bank has a satisfactory record of compliance with applicable laws and has a satisfactory financial condition. A bank chartered under this title may exercise any powers and authorities at any branch outside Washington that are permissible for a bank operating in that state where the branch is located, except to the extent those activities are expressly prohibited by the laws of this state or by any rule or order of the director applicable to the state bank. However, the director may waive any limitation in writing with respect to powers and authorities that the director determines do not threaten the safety or soundness of the state bank.
(2) An out-of-state bank may acquire, establish, or maintain a branch in Washington within one mile of an affiliate commercial location only to the same extent permitted for a Washington bank under applicable state and federal law. For purposes of this subsection, "bank" means any national bank, state bank, and district bank, as defined in 12 U.S.C. Sec. 1813(a); "out-of-state bank" means a bank whose home state is a state other than Washington; and "Washington bank" means a bank whose home state is Washington. "Home state" has the same meaning as defined in RCW 30A.38.005.
[ 2014 c 37 s 128; 2007 c 167 s 1; 1996 c 2 s 6. Formerly RCW 30.04.285.]

catchline: Director's approval of a branch—Satisfactory financial condition—Affiliated commercial locations.


title: RCW 30A.04.295

text:
On or before the date on which a bank enters into any agency agreement authorizing another entity, as agent of the bank, to receive deposits or renew time deposits, the bank shall give written notice to the director of the existence of that agency arrangement. The notice is not effective until it has been delivered to the office of the director.
[ 1996 c 2 s 7. Formerly RCW 30.04.295.]

catchline: Agency agreements—Written notice to director.


title: RCW 30A.04.300

text:
A branch of any foreign bank or banker actually and publicly engaged in banking in this state on March 10, 1917, in full compliance with the laws hereof, which were in force immediately prior to March 10, 1917, and which branch has a capital not less in amount than that required for the organization of a state bank as provided in this title at the time and place when and where such branch was established, may continue its said business, subject to all of the regulations and supervision provided for banks. The amount upon which it pays taxes shall be prima facie evidence of the amount and existence of such capital. No such bank or banker shall set forth on its or his or her stationery or in any manner advertise in this state a greater capital, surplus and undivided profits than are actually maintained at such branch. Every foreign corporation, bank and banker, and every officer, agent, and employee thereof who violates any provision of this section or which violates the terms of the resolution filed as required by *RCW 30.04.290 shall for each violation forfeit and pay to the state of Washington the sum of one thousand dollars. A civil action for the recovery of any such sum may be brought by the attorney general in the name of the state.
[ 2011 c 336 s 745; 1955 c 33 s 30.04.300. Prior: 1917 c 80 s 41; RRS s 3248. Formerly RCW 30.04.300.]
Notes:
*Reviser's note: RCW 30.04.290 was repealed by 1994 c 256 s 124, without cognizance of its amendment by 1994 c 92 s 27. It has been decodified for publication purposes pursuant to RCW 1.12.025. RCW 30.04.290 was subsequently repealed by 1997 c 101 s 7.

catchline: Foreign branch banks.


title: RCW 30A.04.330

text:
Any bank, which term for the purpose of this section shall include but not be limited to any state bank, national bank or association, mutual savings bank, savings and loan association, federal reserve bank, federal home loan bank, and federal savings and loan association, federal credit union, and state credit union doing business in this state, may remain closed on Saturdays and any Saturday on which a bank remains closed shall be, with respect to such bank, a holiday and not a business day. Any act, authorized, required or permitted to be performed at or by or with respect to any bank, as herein defined, on a Saturday, may be performed on the next succeeding business day, and no liability or loss of rights of any kind shall result from such closing.
[ 2014 c 37 s 129; 1955 c 33 s 30.04.330. Prior: 1947 c 221 s 1; Rem. Supp. 1947 s 3292a. Formerly RCW 30.04.330.]

catchline: Saturday closing authorized.


title: RCW 30A.04.375

text:
Any bank may invest in the stock or participation certificates of production credit associations, federal intermediate credit banks and the stock or other evidences of participation of federal land banks in amounts consistent with safe and sound practice in conducting the business of the bank.
[ 2014 c 37 s 130; 1982 c 86 s 1. Formerly RCW 30.04.375.]

catchline: Investment in stock, participation certificates, and other evidences of participation.


title: RCW 30A.04.380

text:
Any bank may invest an amount not exceeding ten per centum of its paid-in capital stock and surplus in the stock of one or more banks or corporations chartered under the laws of the United States, or of any state thereof, and principally engaged in international or foreign banking, or banking in a dependency or insular possession of the United States, either directly or through the agency, ownership or control of local institutions in foreign countries, or in such dependencies or insular possessions.
[ 2014 c 37 s 131; 1986 c 279 s 13; 1973 1st ex.s. c 104 s 9. Formerly RCW 30.04.380.]

catchline: Investment in paid-in capital stock and surplus of banks or corporations engaged in international or foreign banking.


title: RCW 30A.04.390

text:
Any bank may acquire and hold, directly or indirectly, stock or other evidence of indebtedness or ownership in one or more banks organized under the law of a foreign country or a dependency or insular possession of the United States.
[ 2014 c 37 s 132; 1986 c 279 s 14; 1973 1st ex.s. c 104 s 10. Formerly RCW 30.04.390.]

catchline: Acquisition of stock of banks organized under laws of foreign country, etc.


title: RCW 30A.04.395

text:
Any investment by a bank other than a loan, if legal and authorized when made, may continue to be held by the bank notwithstanding a change in circumstances or change in the law.
[ 1986 c 279 s 16. Formerly RCW 30.04.395.]

catchline: Continuing authority for investments.


title: RCW 30A.04.400

text:
As used in RCW 30A.04.400 through 30A.04.410, the following words shall have the following meanings:
(1) "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;
(2) "Acquiring party" means the person acquiring control of a bank through the purchase of stock; and
(3) "Person" means any individual, corporation, partnership, association, business trust, or other organization.
[ 2014 c 37 s 133; 1977 ex.s. c 246 s 1. Formerly RCW 30.04.400.]

catchline: Bank acquisition or control—Definitions.


title: RCW 30A.04.405

text:
(1) It is unlawful for any person to acquire control of a bank until thirty days after filing with the director a copy of the notice of change of control required to be filed with the federal deposit insurance corporation or a completed application. The notice or application shall be under oath and 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:
(a) The identity, banking and business experience of each person by whom or on whose behalf acquisition is to be made;
(b) The financial and managerial resources and future prospects of each person involved in the acquisition;
(c) The terms and conditions of any proposed acquisition and the manner in which the acquisition is to be made;
(d) 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;
(e) 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 for management;
(f) 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; and
(g) 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.
(2) Notwithstanding any other provision of this section, a bank or domestic bank holding company as defined in RCW 30A.04.230 need only notify the director 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.
(3) 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 subsection (1)(a), (b), and (f) of this section be given with respect to each person, as defined in RCW 30A.04.400(3), who has an interest in or controls a person filing an application under this subsection.
(4) When a corporation is required to file an application under this section, the director may require that information required by subsection (1)(a), (b), and (f) of this section 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.
(5) 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)), 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)), as amended, the registration statement or application may be filed with the director in lieu of the requirements of this section.
(6) Any acquiring party shall also deliver a copy of any notice or application required by this section to the bank proposed to be acquired within two days after the notice or application is filed with the director.
(7) Any acquisition of control in violation of this section shall be ineffective and void.
(8) Any person who willfully or intentionally violates this section or any rule adopted pursuant thereto 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.
[ 2014 c 37 s 134; 1994 c 92 s 29; 1986 c 279 s 15; 1985 c 305 s 5; 1977 ex.s. c 246 s 2. Formerly RCW 30.04.405.]

catchline: Bank acquisition or control—Notice or application—Registration statement—Violations—Penalties.


title: RCW 30A.04.410

text:
(1) The director may disapprove the acquisition of a bank within thirty days after the filing of a complete application pursuant to RCW 30A.04.405 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 bank or might prejudice the interests of the bank depositors, borrowers, or shareholders;
(b) The plan or proposal of the acquiring party to liquidate the 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 the bank's depositors, borrowers, or stockholders or is not in the public interest;
(c) The banking and business experience and integrity of any acquiring party who would control the operation of the bank indicates that approval would not be in the interest of the 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.
(2) 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.
(3) 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.
(4) 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, that occurs in the next twelve-month period, including in its report a statement of the past and present business and professional affiliations of the new chief executive officer or directors.
[ 2014 c 37 s 135; 2005 c 274 s 253; 1994 c 92 s 30; 1989 c 180 s 3; 1977 ex.s. c 246 s 3. Formerly RCW 30.04.410.]

catchline: Bank acquisition or control—Disapproval by director—Change of officers.


title: RCW 30A.04.450

text:
(1) The director may issue and serve a notice of charges upon a bank when in the opinion of the director:
(a) It has engaged in an unsafe and unsound practice related to the conduct of business of the bank;
(b) It has violated any provision of RCW 30A.04.050; or
(c) It is planning, attempting, or currently conducting any act prohibited in (a) or (b) of this subsection.
(2) The director may issue and serve a notice of charges upon a holding company when, in the opinion of the director:
(a) The holding company has committed a violation of RCW 30A.04.050(2);
(b) The conduct of the holding company has resulted in an unsafe and unsound practice at the bank or a violation of any provision of RCW 30A.04.050 by the bank; or
(c) The holding company is planning, attempting, or currently conducting any act prohibited in (a) or (b) of this subsection.
(3) The notice shall contain a statement of the facts constituting the alleged violation or violations or the practice or practices and shall fix a time and place at which a hearing will be held to determine whether an order to cease and desist should issue against the bank or holding company. The hearing shall be set not earlier than ten days or later than thirty days after service of the notice unless a later date is set by the director at the request of the bank or holding company.
(4) Unless the bank or holding company shall appear at the hearing by a duly authorized representative it shall be deemed to have consented to the issuance of the cease and desist order. In the event of this consent or if upon the record made at the hearing the director finds that any violation or practice specified in the notice of charges has been established, the director may issue and serve upon the bank or holding company an order to cease and desist from the violation or practice. The order may require the bank or holding company, and its directors, officers, employees, and agents to cease and desist from the violation or practice and may require the bank or holding company to take affirmative action to correct the conditions resulting from the violation or practice.
(5) A cease and desist order shall become effective at the expiration of ten days after the service of the order upon the bank concerned except that a cease and desist order issued upon consent shall become effective at the time specified in the order and shall remain effective as provided therein unless it is stayed, modified, terminated, or set aside by action of the director or a reviewing court.
[ 2014 c 37 s 136; 2010 c 88 s 15; 1994 c 92 s 31; 1977 ex.s. c 178 s 1. Formerly RCW 30.04.450.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Severability—1977 ex.s. c 178: "If any provision of this 1977 amendatory act, or its application to any person or circumstance is held invalid, the remainder of the act, or the application of the provision to other persons or circumstances is not affected." [ 1977 ex.s. c 178 s 11.]

catchline: Notice of charges—Reasons for issuance—Contents—Hearing—Cease and desist order.


title: RCW 30A.04.455

text:
(1) The director may also issue a temporary order requiring a bank or its holding company, or both, to cease and desist from any action or omission, as specified in RCW 30A.04.450, or its continuation, which the director has determined:
(a) Constitutes an unsafe and unsound practice or a material violation of RCW 30A.04.050 affecting the bank;
(b) Has resulted in the bank being less than adequately capitalized; or
(c) Is likely to cause insolvency or substantial dissipation of assets or earnings of the bank or to otherwise seriously prejudice the interests of its depositors or trust beneficiaries.
(2) The order is effective upon service on the bank or holding company, and remains in effect unless set aside, limited, or suspended by the superior court in proceedings under RCW 30A.04.460 pending the completion of the administrative proceedings under the notice and until such time as the director dismisses the charges specified in the notice or until the effective date of a cease and desist order issued against the bank or holding company under RCW 30A.04.450.
[ 2014 c 37 s 137; 2010 c 88 s 16; 1994 c 92 s 32; 1977 ex.s. c 178 s 2. Formerly RCW 30.04.455.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Severability—1977 ex.s. c 178: See note following RCW 30A.04.450.

catchline: Temporary cease and desist order—Reasons for issuance.


title: RCW 30A.04.460

text:
(1) Within ten days after a bank or holding company has been served with a temporary cease and desist order, the bank or holding company may apply to the superior court in the county of its principal place of business for an injunction setting aside, limiting, or suspending the order pending the completion of the administrative proceedings pursuant to the notice served under RCW 30A.04.455.
(2) The superior court shall have jurisdiction to issue the injunction.
[ 2014 c 37 s 138; 2010 c 88 s 17; 1977 ex.s. c 178 s 3. Formerly RCW 30.04.460.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Severability—1977 ex.s. c 178: See note following RCW 30A.04.450.

catchline: Temporary cease and desist order—Injunction to set aside, limit, or suspend temporary order.


title: RCW 30A.04.465

text:
In the case of a violation or threatened violation of a temporary cease and desist order issued under RCW 30A.04.455, the director may apply to the superior court of the county of the principal place of business of the bank for an injunction to enforce the order, and the court shall issue an injunction if it determines that there has been a violation or threatened violation.
[ 2014 c 37 s 139; 1994 c 92 s 33; 1977 ex.s. c 178 s 4. Formerly RCW 30.04.465.]
Notes:
Severability—1977 ex.s. c 178: See note following RCW 30A.04.450.

catchline: Violations or unsafe or unsound practices—Injunction to enforce temporary order.


title: RCW 30A.04.470

text:
(1) Any administrative hearing provided in RCW 30A.04.450 or 30A.12.042 must be conducted in accordance with chapter 34.05 RCW and held at the place designated by the director, and may be conducted by the department. The hearing shall be private unless the director determines that a public hearing is necessary to protect the public interest after fully considering the views of the party afforded the hearing.
(2) Within sixty days after the hearing, the director shall render a decision which shall include findings of fact upon which the decision is based and shall issue and serve upon each party to the proceeding an order or orders consistent with RCW 30A.04.450 or 30A.12.042, as the case may be.
(3) Unless a petition for review is timely filed in the superior court of the county of the principal place of business of the affected bank under subsection (5) of this section and until the record in the proceeding has been filed as therein provided, the director may at any time modify, terminate, or set aside any order upon such notice and in such manner as he or she shall deem proper. Upon filing the record, the director may modify, terminate, or set aside any order only with permission of the court.
(4) The judicial review provided in this section is exclusive for orders issued under RCW 30A.04.450 and 30A.12.042.
(5) Any party to the proceeding or any person required by an order issued under RCW 30A.04.450, 30A.04.455, 30A.04.465, or 30A.12.042 to refrain from any of the violations or practices stated therein may obtain a review of any order served under subsection (1) of this section other than one issued upon consent by filing in the superior court of the county of the principal place of business of the affected bank within ten days after the date of service of the order a written petition praying that the order of the director be modified, terminated, or set aside. A copy of the petition shall be immediately served upon the director and the director shall then file in the court the record of the proceeding. The court shall have jurisdiction upon the filing of the petition, which jurisdiction shall become exclusive upon the filing of the record to affirm, modify, terminate, or set aside in whole or in part the order of the director except that the director may modify, terminate, or set aside an order with the permission of the court. The judgment and decree of the court shall be final, except that it shall be subject to appellate review under the rules of court.
(6) The commencement of proceedings for judicial review under subsection (5) of this section shall not operate as a stay of any order issued by the director unless specifically ordered by the court.
(7) Service of any notice or order required to be served under RCW 30A.04.450, 30A.04.455, 30A.12.040, or 30A.12.042 shall be accomplished in the same manner as required for the service of process in civil actions in superior courts of this state.
[ 2014 c 37 s 140; 2010 c 88 s 18; 1994 c 92 s 34; 1977 ex.s. c 178 s 8. Formerly RCW 30.04.470.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Severability—1977 ex.s. c 178: See note following RCW 30A.04.450.

catchline: Order to refrain from violations or practices—Administrative hearing or judicial review.


title: RCW 30A.04.475

text:
(1) The director may apply to the superior court of the county of the principal place of business of the bank affected for the enforcement of any effective and outstanding order issued under RCW 30A.04.450, 30A.04.455, 30A.04.465, or 30A.12.042, and the court shall have jurisdiction to order compliance therewith.
(2) No court shall have jurisdiction to affect by injunction or otherwise the issuance or enforcement of any order or to review, modify, suspend, terminate, or set aside any order except as provided in RCW 30A.04.460, 30A.04.465, and 30A.04.470.
[ 2014 c 37 s 141; 2010 c 88 s 19; 1994 c 92 s 35; 1977 ex.s. c 178 s 9. Formerly RCW 30.04.475.]
Notes:
Effective date—2010 c 88: See RCW 32.50.900.
Severability—1977 ex.s. c 178: See note following RCW 30A.04.450.

catchline: Order to refrain from violations or practices—Jurisdiction of courts in enforcement or issuance of orders, injunctions, or judicial review.


title: RCW 30A.04.500

text:
RCW 30A.04.505 through 30A.04.515 shall be known and may be cited as the "fairness in lending act".
[ 2014 c 37 s 142; 1977 ex.s. c 301 s 10. Formerly RCW 30.04.500.]
Notes:
Unfair practices of financial institutions: RCW 49.60.175.

catchline: Fairness in lending act—Short title.


title: RCW 30A.04.505

text:
As used in RCW 30A.04.505 through 30A.04.515:
(1) "Financial institution" means any bank, savings bank, credit union, mortgage company, or savings and loan association which operates or has a place of business in this state whether regulated by the state or federal government.
(2) "Particular type of loan" refers to a class of loans which is substantially similar with respect to the following:
(a) FHA, VA, or conventional loans;
(b) Uniform or nonuniform payment;
(c) Uniform or nonuniform rate of interest;
(d) Purpose; and
(e) The location of the real estate offered as security for the loan as being inside or outside of that financial institution's lending area.
(3) "Varying the terms of a loan" includes, but is not limited to the following practices:
(a) Requiring a greater down payment than is usual for the particular type of a loan involved;
(b) Requiring a shorter period of amortization than is usual for the particular type of loan involved;
(c) Charging a higher interest rate than is usual for the particular type of loan involved;
(d) A deliberate underappraisal of the value of the property offered as security.
[ 2014 c 37 s 143; 1977 ex.s. c 301 s 11. Formerly RCW 30.04.505.]

catchline: Fairness in lending act—Definitions.


title: RCW 30A.04.510

text:
Subject to RCW 30A.04.515, it shall be unlawful for any financial institution, in processing any application for a loan to be secured by a single-family residence to:
(1) Deny or vary the terms of a loan on the basis that a specific parcel of real estate offered as security is located in a specific geographical area, unless building, remodeling, or continued habitation in such specific geographical area is prohibited or restricted by any local, state, or federal law or rules or regulations promulgated thereunder.
(2) Utilize lending standards that have no economic basis.
[ 2014 c 37 s 144; 1977 ex.s. c 301 s 12. Formerly RCW 30.04.510.]

catchline: Fairness in lending act—Unlawful practices.


title: RCW 30A.04.515

text:
Nothing contained in RCW 30A.04.505 through [and] 30A.04.510 shall preclude a financial institution from considering sound underwriting practices in processing any application for a loan to any person. Such practices shall include the following:
(1) The willingness and the financial ability of the borrower to repay the loan.
(2) The market value of any real estate and of any other item of property proposed as security for any loan.
(3) Diversification of the financial institution's investment portfolio.
[ 2014 c 37 s 145; 1977 ex.s. c 301 s 13. Formerly RCW 30.04.515.]

catchline: Fairness in lending act—Sound underwriting practices not precluded.


title: RCW 30A.04.550

text:
A state banking corporation may, with the approval of the director and the affirmative vote of the shareholders of such corporation owning at least two-thirds of each class of shares entitled to vote under the terms of such shares, be reorganized to become a subsidiary of a bank holding company or a company that will, upon consummation of such reorganization, become a bank holding company, as defined in the federal bank holding company act of 1956, as amended.
[ 1994 c 92 s 36; 1986 c 279 s 40; 1982 c 196 s 1. Formerly RCW 30.04.550.]
Notes:
Severability—1982 c 196: "If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected." [ 1982 c 196 s 11.]

catchline: Reorganization as subsidiary of bank holding company—Authority.


title: RCW 30A.04.555

text:
A reorganization authorized under RCW 30A.04.550 shall be carried out in the following manner:
(1) A plan of reorganization specifying the manner in which the reorganization shall be carried out must be approved by a majority of the entire board of directors of the banking corporation. The plan shall specify the name of the acquiring corporation, the amount of cash, securities of the bank holding company, other consideration, or any combination thereof to be paid to the shareholders of the reorganizing corporation in exchange for their shares of the stock of the corporation. The plan shall also specify the exchange date or the manner in which such exchange date shall be determined, the manner in which the exchange shall be carried out, and such other matters, not inconsistent with this chapter, as shall be determined by the board of directors of the corporation.
(2) The plan of reorganization shall be submitted to the shareholders of the reorganizing corporation at a meeting to be held on the call of the directors. Notice of the meeting of shareholders at which the plan shall be considered shall be given by prepaid first-class mail at least twenty days before the date of the meeting, to each stockholder of record of the banking corporation. The notice shall state that dissenting shareholders will be entitled to payment of the value of only those shares which are voted against approval of the plan.
[ 2014 c 37 s 146; 1994 c 256 s 38; 1986 c 279 s 41; 1982 c 196 s 2. Formerly RCW 30.04.555.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1982 c 196: See note following RCW 30A.04.550.

catchline: Reorganization as subsidiary of bank holding company—Procedure.


title: RCW 30A.04.560

text:
If the shareholders approve the reorganization by a two-thirds vote of each class of shares entitled to vote under the terms of such shares, and if it is thereafter approved by the director and consummated, any shareholder of the banking corporation who has voted shares against such reorganization at such meeting or has given notice in writing at or prior to such meeting to the banking corporation that he or she dissents from the plan of reorganization and has not voted in favor of the reorganization, shall be entitled to receive the value of the shares determined as provided in RCW 30A.04.565. Such dissenter's rights must be exercised by making written demand which shall be delivered to the corporation at any time within thirty days after the date of shareholder approval, accompanied by the surrender of the appropriate stock certificates.
[ 2014 c 37 s 147; 1994 c 92 s 37; 1986 c 279 s 42; 1982 c 196 s 3. Formerly RCW 30.04.560.]
Notes:
Severability—1982 c 196: See note following RCW 30A.04.550.

catchline: Reorganization as subsidiary of bank holding company—Dissenter's rights—Conditions.


title: RCW 30A.04.565

text:
The value of the shares of a dissenting shareholder who has properly perfected dissenter's rights shall be ascertained as of the day prior to the date of the shareholder action approving such reorganization by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares, one by the board of directors of the acquiring bank holding company, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. The dissenting shareholders shall bear, on a pro rata basis based on the number of dissenting shares owned, the cost of their appraisal and one-half of the cost of the third appraisal, and the acquiring bank holding company shall bear the cost of its appraisal and one-half of the cost of the third appraisal. If the appraisal is not completed within ninety days after the effective date of the reorganization, the director shall cause an appraisal to be made which shall be final and binding upon all parties. The cost of such appraisal shall be borne equally by the dissenting shareholders and the acquiring bank holding company. The dissenting shareholders shall share their half of the cost on a pro rata basis based on the number of dissenting shares owned.
[ 1994 c 256 s 39; 1994 c 92 s 38; 1982 c 196 s 4. Formerly RCW 30.04.565.]
Notes:
Reviser's note: This section was amended by 1994 c 92 s 38 and by 1994 c 256 s 39, each without reference to the other. Both amendments are incorporated in the publication of this section pursuant to RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1982 c 196: See note following RCW 30A.04.550.

catchline: Reorganization as subsidiary of bank holding company—Valuation of shares of dissenting shareholders.


title: RCW 30A.04.570

text:
The reorganization and exchange authorized by RCW 30A.04.550 through 30A.04.570 shall become effective as follows:
(1) If the board of directors and shareholders of the state banking corporation and the board of directors of the acquiring corporation approve the plan of reorganization, then both corporations shall apply for the approval of the director, providing such information as the director by rule may prescribe.
(2) If the director approves the reorganization, the director shall issue a certificate of reorganization to the state banking corporation.
(3) Upon the issuance of a certificate of reorganization by the director, or on such later date as shall be provided for in the plan of reorganization, the shares of the state banking corporation shall be deemed to be exchanged in accordance with the plan of reorganization, subject to the rights of dissenters under RCW 30A.04.560 and 30A.04.565.
[ 2014 c 37 s 148; 1994 c 92 s 39; 1982 c 196 s 5. Formerly RCW 30.04.570.]
Notes:
Severability—1982 c 196: See note following RCW 30A.04.550.

catchline: Reorganization as subsidiary of bank holding company—Approval of director—Certificate of reorganization—Exchange of shares.


title: RCW 30A.04.575

text:
Prior to the approval of the reorganization, the director, upon request of the board of directors of the bank, or not less than ten percent of its shareholders, shall hold a public hearing at which bank shareholders and other interested parties may appear. Notice of the public hearing shall be sent to each shareholder by prepaid first-class mail.
The approval of the reorganization by the director shall be conditioned on a finding that the terms of the reorganization are fair to the shareholders and other interested parties.
[ 1994 c 256 s 40; 1994 c 92 s 40; 1986 c 279 s 44. Formerly RCW 30.04.575.]
Notes:
Reviser's note: This section was amended by 1994 c 92 s 40 and by 1994 c 256 s 40, each without reference to the other. Both amendments are incorporated in the publication of this section pursuant to RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Public hearing prior to approval of reorganization—Request.


title: RCW 30A.04.600

text:
Any action required by this title to be taken at a meeting of the shareholders of a corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
The consent shall have the same force and effect as a unanimous vote of shareholders and may be stated as such in any articles or documents filed under this title.
[ 1986 c 279 s 46. Formerly RCW 30.04.600.]

catchline: Shareholders—Actions authorized without meetings—Written consent.


title: RCW 30A.04.605

text:
Unless otherwise provided by the articles of incorporation or bylaws, any action required by this title to be taken at a meeting of the directors of a bank or trust company, or any action which may be taken at any meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
[ 1986 c 279 s 47. Formerly RCW 30.04.605.]

catchline: Directors, committees—Actions authorized without meetings—Written consent.


title: RCW 30A.04.610

text:
Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence, in person, at a meeting.
[ 1986 c 279 s 48. Formerly RCW 30.04.610.]

catchline: Directors, committees—Meetings authorized by conference telephone or similar communications equipment.


title: RCW 30A.04.650

text:
Chapter 19.174 RCW applies to automated teller machines and night depositories regulated under this title.
[ 1993 c 324 s 10. Formerly RCW 30.04.650.]
Notes:
Effective date—1993 c 324: See RCW 19.174.900.

catchline: Automated teller machines and night depositories security.


title: RCW 30A.04.902

text:
This act takes effect January 5, 2015. The director of financial institutions may immediately take such steps as are necessary to ensure that this act is implemented on its effective date.
[ 2014 c 37 s 5.]

catchline: Effective date—2014 c 37.


title: RCW 30A.08.010

text:
When authorized by the director, as hereinafter provided, one or more natural persons, citizens of the United States, may incorporate a bank in the manner herein prescribed. No bank shall incorporate for less amount nor commence business unless it has a paid-in capital stock, surplus and undivided profits in the amount as may be determined by the director after consideration of the proposed location, management, and the population and economic characteristics for the area, the nature of the proposed activities and operation of the bank, and other factors deemed pertinent by the director. Each bank shall before commencing business have subscribed and paid into it in the same manner as is required for capital stock, an amount equal to at least ten percent of the capital stock above required, that shall be carried in the undivided profit account and may be used to defray organization and operating expenses of the company. Any sum not so used shall be transferred to the surplus fund of the company before any dividend shall be declared to the stockholders.
[ 2014 c 37 s 150. Prior: 1994 c 256 s 41; 1994 c 92 s 42; 1986 c 279 s 17; 1973 1st ex.s. c 104 s 3; 1969 c 136 s 3; 1955 c 33 s 30.08.010; prior: 1947 c 131 s 1; 1929 c 72 s 4; 1923 c 115 s 2; 1917 c 80 s 19; Rem. Supp. 1947 s 3226. Formerly RCW 30.08.010.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Incorporators—Paid-in capital stock, surplus, and undivided profits—Requirements.


title: RCW 30A.08.020

text:
Persons desiring to incorporate a bank shall file with the director a notice of their intention to organize a bank in such form and containing such information as the director shall prescribe by rule, together with proposed articles of incorporation, which shall be submitted for examination to the director at his or her office.
The proposed articles of incorporation shall state:
(1) The name of such bank.
(2) The city, village or locality and county where the head office of such corporation is to be located.
(3) The nature of its business.
(4) The amount of its capital stock, which shall be divided into shares of a par or no par value as may be provided in the articles of incorporation.
(5) The names and places of residence and mailing addresses of the persons who as directors are to manage the corporation until the first annual meeting of its stockholders.
(6) If there is to be preferred or special classes of stock, a statement of preferences, voting rights, if any, limitations and relative rights in respect of the shares of each class; or a statement that the shares of each class shall have the attributes as shall be determined by the bank's board of directors from time to time with the approval of the director.
(7) Any provision granting the shareholders the preemptive right to acquire additional shares of the bank and any provision granting shareholders the right to cumulate their votes.
(8) Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the affairs of the corporation, including any provision restricting the transfer of shares, any provision which under this title is required or permitted to be set forth in the bylaws, and any provision permitted by RCW 23B.17.030.
(9) Any provision the incorporators elect to so set forth, not inconsistent with law or the purposes for which the bank is organized, or any provision limiting any of the powers granted in this title.
It shall not be necessary to set forth in the articles of incorporation any of the corporate powers granted in this title. The articles of incorporation shall be signed by all of the incorporators.
[ 2014 c 37 s 151; 1999 c 14 s 11; 1995 c 134 s 3. Prior: 1994 c 256 s 42; 1994 c 92 s 43; 1986 c 279 s 18; 1981 c 73 s 1; 1973 1st ex.s. c 104 s 4; 1959 c 118 s 1; 1957 c 248 s 1; 1955 c 33 s 30.08.020; prior: (i) 1923 c 115 s 3; 1917 c 80 s 20; RRS s 3227. (ii) 1929 c 174 s 1; 1923 c 115 s 4; 1917 c 80 s 21; RRS s 3228. Formerly RCW 30.08.020.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Effective date—1981 c 73: "This act is necessary for the immediate preservation of the public peace, health, and safety, the support of the state government and its existing public institutions, and shall take effect July 1, 1981." [ 1981 c 73 s 3.]

catchline: Notice of intention to organize—Proposed articles of incorporation—Contents.


title: RCW 30A.08.025

text:
(1) Notwithstanding any other provision of this title, if the conditions of this section are met, a bank or a holding company of a bank may be organized as, or convert to, a limited liability company under the Washington limited liability company act, chapter 25.15 RCW. As used in this section, "bank" includes an applicant to become a bank or holding company of a bank and "holding company" means a holding company of a bank.
(2)(a) Before a bank or holding company may organize as, or convert to, a limited liability company, the bank or holding company must obtain approval of the director.
(b)(i) To obtain approval under this section from the director, the bank or holding company must file a request for approval with the director at least ninety days before the day on which the bank or holding company becomes a limited liability company.
(ii) If the director does not disapprove the request for approval within ninety days from the day on which the director receives the request, the request is considered approved.
(iii) When taking action on a request for approval filed under this section, the director may:
(A) Approve the request;
(B) Approve the request subject to terms and conditions the director considers necessary; or
(C) Disapprove the request.
(3) To approve a request for approval, the director must find that the bank or holding company:
(a) Will operate in a safe and sound manner; and
(b) Has the following characteristics:
(i) The certificate of formation and limited liability company require or set forth that the duration of the limited liability company is perpetual;
(ii) The bank or holding company is not otherwise subject to automatic termination, dissolution, or suspension upon the happening of some event other than the passage of time;
(iii) The exclusive authority to manage the bank, trust company, or holding company is vested in a board of managers or directors that:
(A) Is elected or appointed by the owners;
(B) Is not required to have owners of the bank, trust company, or holding company included on the board;
(C) Possesses adequate independence and authority to supervise the operation of the bank, trust company, or holding company; and
(D) Operates with substantially the same rights, powers, privileges, duties, and responsibilities as the board of directors of a corporation;
(iv) Neither state law, nor the bank's or holding company's operating agreement, bylaws, or other organizational documents provide that an owner of the bank or holding company is liable for the debts, liabilities, and obligations of the bank or holding company in excess of the amount of the owner's investment;
(v) Neither state law, nor the bank's or holding company's operating agreement, bylaws, or other organizational documents require the consent of any other owner of the bank or holding company in order for any owner to transfer an ownership interest in the bank or holding company, including voting rights;
(vi) The bank or holding company is able to obtain new investment funding if needed to maintain adequate capital;
(vii) The bank or holding company is able to comply with all legal and regulatory requirements for a federally insured depository bank or holding company of a federally insured depository bank, under applicable federal and state law; and
(viii) A bank or holding company that is organized as a limited liability company shall maintain the characteristics listed in this subsection (3)(b) during such time as it is authorized to conduct business under this title as a limited liability company.
(4)(a) All rights, privileges, powers, duties, and obligations of a bank or holding company, that is organized as a limited liability company, and its members and managers are governed by the Washington limited liability company act, chapter 25.15 RCW, except:
(i) To the extent chapter 25.15 RCW is in conflict with federal law or regulation respecting the organization of a federally insured depository institution as a limited liability company, such federal law or regulation supersedes the conflicting provisions contained in chapter 25.15 RCW in relation to a bank or holding company organized as a limited liability company pursuant to this section; and
(ii) Without limitation, the following are inapplicable to a bank or holding company organized as a limited liability company:
(A) Permitting automatic dissolution or suspension of a limited liability company as set forth in RCW 25.15.265(1), pursuant to a statement of limited duration which, though impermissible under subsection (3)(b)(i) of this section, has been provided for in a certificate of formation;
(B) Permitting automatic dissolution or suspension of a limited liability company, pursuant to the limited liability company agreement, as set forth in RCW 25.15.265(2);
(C) Permitting dissolution of the limited liability company agreement based upon agreement of all the members, as set forth in RCW 25.15.265(3);
(D) Permitting dissociation of all the members of the limited liability company, as set forth in RCW 25.15.265(4); and
(E) Permitting automatic dissolution or suspension of a limited liability company, pursuant to operation of law, as otherwise set forth in chapter 25.15 RCW.
(b) Notwithstanding (a) of this subsection:
(i) For purposes of transferring a member's interests in the bank or holding company, a member's interest in the bank or holding company is treated like a share of stock in a corporation; and
(ii) If a member's interest in the bank or holding company is transferred voluntarily or involuntarily to another person, the person who receives the member's interest obtains the member's entire rights associated with the member's interest in the bank or holding company including all economic rights and all voting rights.
(c) A bank or holding company may not by agreement or otherwise change the application of (a) of this subsection to the bank or holding company.
(5)(a) Notwithstanding any provision of chapter 25.15 RCW or this section to the contrary, all voting members remain liable and responsible as fiduciaries of a bank or holding company organized as a limited liability company, regardless of resignation, dissociation, or disqualification, to the same extent that directors of a bank or holding company organized as a corporation would be or remain liable or responsible to the department and applicable federal banking regulators; and
(b) If death, incapacity, or disqualification of all members of the limited liability company would result in a complete dissociation of all members, then the bank, holding company, or both, as applicable is deemed nonetheless to remain in existence for purposes of the department or an applicable federal regulator, or both, having standing under RCW 30A.44.270 or applicable federal law, or both, to exercise the powers and authorities of a receiver for the bank or holding company.
(6) For the purposes of this section, and unless the context clearly requires otherwise, for the purpose of applying chapter 25.15 RCW to a bank or holding company organized as a limited liability company:
(a) "Articles of incorporation" includes a limited liability company's certificate of formation, as that term is used in RCW 25.15.006 and 25.15.071, and a limited liability company agreement as that term is used in RCW 25.15.006;
(b) "Board of directors" includes one or more persons who have, with respect to a bank or holding company described in subsection (1) of this section, authority that is substantially similar to that of a board of directors of a corporation;
(c) "Bylaws" includes a limited liability company agreement as that term is defined in RCW 25.15.006;
(d) "Corporation" includes a limited liability company organized under chapter 25.15 RCW;
(e) "Director" includes any of the following of a limited liability company:
(i) A manager;
(ii) A director; or
(iii) Other person who has, with respect to the bank or holding company described in subsection (1) of this section, authority substantially similar to that of a director of a corporation;
(f) "Dividend" includes distributions made by a limited liability company under RCW 25.15.211;
(g) "Incorporator" includes the person or persons executing the certificate of formation as provided in RCW 25.15.086;
(h) "Officer" includes any of the following of a bank or holding company:
(i) An officer; or
(ii) Other person who has, with respect to the bank or holding company, authority substantially similar to that of an officer of a corporation;
(i) "Security," "shares," or "stock" of a corporation includes a membership interest in a limited liability company and any certificate or other evidence of an ownership interest in a limited liability company; and
(j) "Stockholder" or "shareholder" includes an owner of an equity interest in a bank or holding company, including a member as defined in RCW 25.15.006 and 25.15.116.
[ 2015 c 188 s 119; 2014 c 37 s 152; 2011 c 52 s 1; 2006 c 48 s 2. Formerly RCW 30.08.025.]
Notes:
Effective date—2015 c 188: See RCW 25.15.903.

catchline: Limited liability company—Organization or conversion—Approval of director—Conditions—Application of chapter 25.15 RCW—Definitions.


title: RCW 30A.08.030

text:
When the notice of intention to organize and proposed articles of incorporation complying with the foregoing requirements have been received by the director, together with the fees required by law, the director shall ascertain from the best source of information at his or her command and by such investigation as he or she may deem necessary, whether the character, responsibility and general fitness of the persons named in such articles are such as to command confidence and warrant belief that the business of the proposed bank will be honestly and efficiently conducted in accordance with the intent and purpose of this title, whether the resources in the neighborhood of such place and in the surrounding country afford a reasonable promise of adequate support for the proposed bank and whether the proposed bank is being formed for other than the legitimate objects covered by this title.
[ 2014 c 37 s 153; 1994 c 92 s 44; 1973 1st ex.s. c 104 s 5; 1955 c 33 s 30.08.030. Prior: 1929 c 72 s 3, part; 1923 c 115 s 5, part; 1917 c 80 s 22, part; RRS s 3229, part. Formerly RCW 30.08.030.]

catchline: Investigation.


title: RCW 30A.08.040

text:
After the director is satisfied of the above facts, and, within six months of the date the notice of intention to organize has been received in his or her office, the director shall notify the incorporators to file executed articles of incorporation with the director in triplicate. Unless the director otherwise consents in writing, such articles shall be in the same form and shall contain the same information as the proposed articles and shall be filed with the director within ten days of such notice. Within thirty days after the receipt of such articles of incorporation, the director shall endorse upon each of the triplicates thereof, over his or her official signature, the word "approved," or the word "refused," with the date of such endorsement. In case of refusal the director shall forthwith return one of the triplicates, so endorsed, together with a statement explaining the reason for refusal to the person from whom the articles were received, which refusal shall be conclusive, unless the incorporators, within ten days of the issuance of such notice of refusal, shall request a hearing pursuant to the Administrative Procedure Act, chapter 34.05 RCW, as now or hereafter amended.
[ 1995 c 134 s 4. Prior: 1994 c 256 s 43; 1994 c 92 s 45; 1981 c 302 s 15; 1973 1st ex.s. c 104 s 6; 1955 c 33 s 30.08.040; prior: 1929 c 72 s 3, part; 1923 c 115 s 5, part; 1917 c 80 s 22, part; RRS s 3229, part. Formerly RCW 30.08.040.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Notice to file articles—Articles approved or refused—Hearing.


title: RCW 30A.08.050

text:
In case of approval the director shall forthwith give notice thereof to the proposed incorporators and file one of the triplicate articles of incorporation in his or her own office, and shall transmit another triplicate to the secretary of state, and the last to the incorporators. Upon receipt from the proposed incorporators of the same fees as are required for filing and recording other articles of incorporation the secretary of state shall file such articles and record the same. Upon the filing of articles of incorporation approved as aforesaid by the director, with the secretary of state, all persons named therein and their successors shall become and be a corporation, which shall have the powers and be subject to the duties and obligations prescribed by this title, and whose existence shall continue from the date of the filing of such articles until terminated pursuant to law; but such corporation shall not transact any business except as is necessarily preliminary to its organization until it has received a certificate of authority as provided herein.
[ 1994 c 92 s 46; 1986 c 279 s 19; 1981 c 302 s 16; 1957 c 248 s 2; 1955 c 33 s 30.08.050. Prior: 1929 c 72 s 3, part; 1923 c 115 s 5, part; 1917 c 80 s 22, part; RRS s 3229, part. Formerly RCW 30.08.050.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Approved articles to be filed and recorded—Organization complete.


title: RCW 30A.08.055

text:
A bank amending its articles of incorporation shall deliver articles of amendment to the director for filing as required for articles of incorporation. The articles of amendment shall set forth:
(1) The name of the bank;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If the amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(5) If shareholder action was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of RCW 30A.08.090.
[ 2014 c 37 s 154; 1994 c 256 s 53. Formerly RCW 30.08.055.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Amending articles—Filing with director—Contents.


title: RCW 30A.08.060

text:
Before any bank shall be authorized to do business, and within ninety days after approval of the articles of incorporation or such other time as the director may allow, it shall furnish proof satisfactory to the director that such corporation has a paid-in capital in the amount determined by the director, that the requisite surplus or reserve fund has been accumulated or paid in cash, and that it has in good faith complied with all the requirements of law and fulfilled all the conditions precedent to commencing business imposed by this title. If so satisfied, and within thirty days after receipt of such proof, the director shall issue under his or her hand and official seal, in triplicate, a certificate of authority for such corporation. The certificate shall state that the corporation therein named has complied with the requirements of law, that it is authorized to transact the business of a bank: PROVIDED, HOWEVER, That the director may make his or her issuance of the certificate to a bank authorized to accept deposits, conditional upon the granting of deposit insurance by the federal deposit insurance corporation, and in such event, shall set out such condition in a written notice which shall be delivered to the corporation.
One of the triplicate certificates shall be transmitted by the director to the corporation and one of the other two shall be filed by the director in the office of the secretary of state and shall be attached to the articles of incorporation: PROVIDED, HOWEVER, That if the issuance of the certificate is made conditional upon the granting of deposit insurance by the federal deposit insurance corporation, the director shall not transmit or file the certificate until such condition is satisfied.
[ 2014 c 37 s 155; 1994 c 92 s 47; 1986 c 279 s 20; 1981 c 302 s 17; 1973 1st ex.s. c 104 s 7; 1955 c 33 s 30.08.060. Prior: 1929 c 72 s 3, part; 1923 c 115 s 5, part; 1917 c 80 s 22, part; RRS s 3229, part. Formerly RCW 30.08.060.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.


title: RCW 30A.08.070

text:
Every corporation heretofore or hereafter authorized by the laws of this state to do business as a bank, which corporation shall have failed to organize and commence business within six months after certificate of authority to commence business has been issued by the director, shall forfeit its rights and privileges as such corporation, which fact the director shall certify to the secretary of state, and such certificate of forfeiture shall be filed and recorded in the office of the secretary of state in the same manner as the certificate of authority: PROVIDED, That the director may, upon showing of cause satisfactory to him or her, issue an order under his or her hand and seal extending for not more than three months the time within which such organization may be effected and business commenced, such order to be transmitted to the office of the secretary of state and filed and recorded therein.
[ 2014 c 37 s 156; 1994 c 92 s 48; 1986 c 279 s 21; 1981 c 302 s 18; 1955 c 33 s 30.08.070. Prior: 1931 c 9 s 1; RRS s 3229-1; 1915 c 175 s 41; RRS s 3370. Formerly RCW 30.08.070.]
Notes:
Severability—1981 c 302: See note following RCW 19.76.100.

catchline: Failure to commence business—Effect—Extension of time.


title: RCW 30A.08.080

text:
At any time not less than one year prior to the expiration of the time of the existence of any bank, it may by written application to the director, signed and verified by a majority of its directors and approved in writing by the owners of not less than two-thirds of its capital stock, apply to the director for leave to file amended articles of incorporation, extending its time of existence. Prior to acting upon such application, the director shall make such investigation of the applicant as he or she deems necessary. If the director determines that the applicant is in sound condition, that it is conducting its business in a safe manner and in compliance with law and that no reason exists why it should not be permitted to continue, he or she shall issue to the applicant a certificate authorizing it to file amended articles of incorporation extending the time of its existence until such time as it be dissolved by the act of its shareholders owning not less than two-thirds of its stock, or until its certificate of authority becomes revoked or forfeited by reason of violation of law, or until its affairs be taken over by the director for legal cause and finally wound up by him or her. Otherwise the director shall notify the applicant that he or she refuses to grant such certificate. The applicant may appeal from such refusal in the same manner as in the case of a refusal to grant an original certificate of authority. Otherwise the determination of the director shall be conclusive.
Upon receiving a certificate, as hereinabove provided, the applicant may file amended articles of incorporation, extending the time of its existence for the term authorized, to which shall be attached a copy of the certificate of the director. Such articles shall be filed in the same manner and upon payment of the same fees as for original articles of incorporation.
Should any bank fail to continue its existence in the manner herein provided and be not previously dissolved, the director shall at the end of its original term of existence immediately take possession thereof and wind up the same in the same manner as in the case of insolvency.
[ 2014 c 37 s 157; 1999 c 14 s 12; 1994 c 92 s 49; 1961 c 280 s 1; 1955 c 33 s 30.08.080. Prior: 1943 c 148 s 1; 1917 c 80 s 27; Rem. Supp. 1943 s 3234. Formerly RCW 30.08.080]

catchline: Extension of existence—Application—Investigation—Certificate—Appeal—Winding up for failure to continue existence.


title: RCW 30A.08.081

text:
(1) Shares of a 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 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 bank.
(3) Within a reasonable time after the issue or transfer of shares without certificates, the bank shall send the shareholder a written statement of the information required to be stated on certificates under subsection (1) of this section.
[ 2014 c 37 s 158; 1994 c 256 s 52. Formerly RCW 30.08.081.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Shares—Certificates not required.


title: RCW 30A.08.082

text:
(1) Notwithstanding any other provisions of law and if so authorized by its articles of incorporation or amendments thereto made in the manner provided in the case of a capital increase, any bank may, pursuant to action taken by its board of directors from time to time with the approval of the director, issue shares of preferred or special classes of stock with the attributes and in such amounts and with such par value, if any, as shall be determined by the board of directors from time to time with the approval of the director. No increase of preferred stock shall be valid until the amount thereof shall have been subscribed and actually paid in.
(2) If provided in its articles of incorporation, a bank may issue shares of preferred or special classes having any one or several of the following provisions:
(a) Subjecting the shares to the right of the bank to repurchase or retire any such shares at the price fixed by the articles of incorporation for the repurchase or retirement thereof;
(b) Entitling the holders thereof to cumulative, noncumulative, or partially cumulative dividends;
(c) Having preference over any other class or classes of shares as to the payment of dividends;
(d) Having preference in the assets of the bank over any other class or classes of shares upon the voluntary or involuntary liquidation of the bank;
(e) Having voting or nonvoting rights; and
(f) Being convertible into shares of any other class or into shares of any series of the same or any other class, except a class having prior or superior rights and preferences as to dividends or distribution of assets upon liquidation.
[ 2014 c 37 s 159. Prior: 1994 c 256 s 44; 1994 c 92 s 50; 1986 c 279 s 22; 1981 c 89 s 4. Formerly RCW 30.08.082.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1981 c 89: See note following RCW 30A.04.180.

catchline: Authority to issue preferred or special classes of stock.


title: RCW 30A.08.083

text:
(1) If the articles of incorporation shall expressly vest authority in the board of directors, then, to the extent that the articles of incorporation shall not have established series, and fixed and determined the variations in the relative rights and preferences as between series, the board of directors have authority to divide any or all of the classes into series and, within the limitation set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.
(2) In order for the board of directors to establish a series, where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as is not fixed and determined by the articles of incorporation.
(3) Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall file and execute in the manner provided in this section a statement setting forth:
(a) The name of the bank;
(b) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof;
(c) The date of adoption of such resolution; and
(d) That the resolution was duly adopted by the board of directors.
(4) The statement shall be executed in triplicate by the bank by one of its officers and shall be delivered to the director. If the director finds that the statement conforms to law, the director shall, when all fees have been paid as provided in this title:
(a) Endorse on each of the triplicate originals the word "Filed," and the effective date of the filing thereof;
(b) File two of the originals; and
(c) Return the other original to the bank or its representative.
(5) Upon the filing of the statement by the director with the secretary of state, the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.
[ 1994 c 92 s 51; 1986 c 279 s 23. Formerly RCW 30.08.083.]

catchline: Authority to divide classes into series—Rights and preferences—Filing of statement.


title: RCW 30A.08.084

text:
Notwithstanding any other provisions of law, whether relating to restriction upon the payment of dividends upon capital stock or otherwise, the holders of shares of preferred or special classes of stock shall be entitled to receive such dividends on the purchase price received by the bank for such stock as may be provided by the articles of incorporation or by the board of directors of the bank with the approval of the director.
No dividends shall be declared or paid on common stock until cumulative dividends, if any, on the shares of preferred or special classes of stock shall have been paid in full; and, if the director takes possession of a bank for purposes of liquidation, no payments shall be made to the holders of the common stock until the holders of the shares of preferred or special classes of stock shall have been paid in full such amount as may be provided under the terms of said shares plus all accumulated dividends, if any.
[ 2014 c 37 s 160; 1994 c 92 s 52; 1986 c 279 s 24; 1981 c 89 s 5. Formerly RCW 30.08.084.]
Notes:
Severability—1981 c 89: See note following RCW 30A.04.180.

catchline: Rights of holders of preferred or special classes of stock—Preference in dividends and liquidation.


title: RCW 30A.08.086

text:
If any part of the capital of a bank consists of preferred stock, the determination of whether or not the capital of such bank is impaired and the amount of such impairment shall be based on the value of its stock as established at the time it was issued, or its par value, if any, even though the amount which the holders of such preferred stock shall be entitled to receive in the event of retirement or liquidation shall be in excess of the originally established value or the par value of such preferred stock.
[ 2014 c 37 s 161; 1986 c 279 s 25; 1981 c 89 s 6. Formerly RCW 30.08.086.]
Notes:
Severability—1981 c 89: See note following RCW 30A.04.180.

catchline: Determination of capital impairment when capital consists of preferred stock.


title: RCW 30A.08.087

text:
Any bank may provide in its articles of incorporation or amendments thereto for authorized but unissued shares of its capital stock. The shares may be issued for such consideration as shall be established by the board from time to time and all consideration received therefor shall be allocated to the capital stock or surplus of the corporation.
[ 2014 c 37 s 162; 1994 c 256 s 45; 1986 c 279 s 26; 1979 c 106 s 1; 1965 c 140 s 1. Formerly RCW 30.08.087.]
Notes:
Findings—Construction—1994 c 256: See RCW 43.320.007.

catchline: Authorized but unissued shares of capital stock—Issuance—Consideration.