Title 32 — Title 32 WASHINGTON SAVINGS BANK ACT
14 chapters · 295 sections in this title.
RCW 32.32.245 Public statement authorized.
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If it should become essential as a result of rumors prior to the adoption of a plan of conversion by the applicant's board of directors, a public statement limited to that purpose may be made by the applicant.[ 1981 c 85 s 48.]
RCW 32.32.250 Adoption of plan of conversion—Notice to and inspection by account holders—Statement and letter—Press release authorized.
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Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors, the savings bank shall:(1) Notify its account holders of the action by publishing a statement in a newspaper having general circulation in each community in which an office …
RCW 32.32.255 Statement, letter, and press release—Content permitted.
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The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250, unless otherwise authorized by the director, shall contain only (but need not contain all of) the following:(1) A statement that the board of directors has adopted a plan to convert the sa…
RCW 32.32.260 Statement, letter, and press release—Contents prohibited—Inquiries.
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The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250 shall not include financial statements or describe the benefits of conversion or the value of the capital stock of the savings bank upon conversion. In replying to inquiries, the savings ba…
RCW 32.32.265 Notices of filing of application—Requests for subscription offering circular.
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Upon determination that an application for conversion is properly executed and is not materially incomplete, the director shall advise the applicant, in writing, to publish notices of the filing of the application. Promptly after receipt of the advice, the applicant shall furnish…
RCW 32.32.270 Filing of notice and affidavit of publication required.
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Promptly after publication of the notices prescribed in RCW 32.32.265, the applicant shall file with the director the notice and affidavit of publication from each newspaper publisher in the manner the director shall require.[ 1994 c 92 s 373; 1981 c 85 s 53.]
RCW 32.32.275 Applications available for public inspection—Confidential information.
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Should the applicant desire to submit any information it deems to be of a confidential nature regarding any item or a part of any exhibit included in any application under this chapter, the information pertaining to the item or exhibit shall be separately bound and labeled "confi…
RCW 32.32.280 Offers and sales of securities—Prohibitions.
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No offer to sell securities of an applicant pursuant to a plan of conversion may be made prior to approval by the director of the application for conversion. No sale of these securities in the subscription offering may be made except by means of the final offering circular for th…
RCW 32.32.285 Distribution of offering circulars authorized.
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Any preliminary offering circular for the subscription offering, the public offering, or the direct community marketing which has been filed with the director may be distributed to eligible account holders or supplemental eligible account holders and to others in connection with …
RCW 32.32.290 Preliminary offering circular for subscription offering—Estimated subscription price range required.
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With respect to the capital stock of the applicant to be sold under the plan of conversion, any preliminary offering circular for the subscription offering shall set forth the estimated subscription price range. The maximum of the price range should normally be no more than fifte…
RCW 32.32.295 Review of price information by director.
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The director shall review the price information required under RCW 32.32.290 in determining whether to give approval to an application for conversion. No representations may be made in any manner that the price information has been approved by the director or that the shares of c…
RCW 32.32.300 Underwriting commissions.
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Underwriting commissions shall not exceed an amount or percentage per share acceptable to the director. No underwriting commission may be allowed or paid with respect to shares of capital stock sold in the subscription offering; however, an underwriter may be reimbursed for accou…
RCW 32.32.305 Consideration of pricing information by director—Guidelines.
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In considering the pricing information required under RCW 32.32.290, the director shall apply the following guidelines:(1) The materials shall be prepared by persons independent of the applicant, experienced and expert in the area of corporate appraisal, and acceptable to the dir…
RCW 32.32.310 Submission of information by applicant.
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In addition to the information required in RCW 32.32.305, the applicant shall submit information demonstrating to the satisfaction of the director the independence and expertise of any person preparing materials under RCW 32.32.305. However, a person will not be considered as lac…
RCW 32.32.315 Subscription offering—Distribution of order forms for the purchase of shares.
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Promptly after the director has declared the offering circular for the subscription offering effective, the applicant shall distribute order forms for the purchase of shares of capital stock in the subscription offering to all eligible account holders, supplemental eligible accou…
RCW 32.32.320 Order forms—Final offering circular and detailed instructions.
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Each order form distributed pursuant to RCW 32.32.315 shall be accompanied or preceded by the final offering circular for the subscription offering and a set of detailed instructions explaining how to properly complete the order forms.[ 1981 c 85 s 63.]
RCW 32.32.325 Subscription price.
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The maximum subscription price stated on each order form distributed pursuant to RCW 32.32.315 shall be the amount to be paid when the order form is returned. The maximum subscription price and the actual subscription price shall be within the subscription price range stated in t…
RCW 32.32.330 Order form—Contents.
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Each order form distributed pursuant to RCW 32.32.315 shall be prepared so as to indicate to the person receiving it, in as simple, clear, and intelligible a manner as possible, the actions which are required or available to the person with respect to the form and the capital sto…
RCW 32.32.335 Order form—Additional provision authorized—Payment by withdrawal.
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The order form distributed pursuant to RCW 32.32.315 may provide that it may not be modified without the applicant's consent after its receipt by the applicant. If payment is to be made by withdrawal from a savings account the applicant may, but need not, cause the withdrawal to …
RCW 32.32.340 Time period for completion of sale of all shares of capital stock.
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The sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in a public offering or direct community marketing, shall be completed as promptly as possible and within forty-five calendar days after the last day…
RCW 32.32.345 Copies of application for approval to be filed.
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An applicant that desires to convert in accordance with this chapter shall file copies of an application for approval in the form and number prescribed by the director.[ 1994 c 92 s 384; 1981 c 85 s 68.]
RCW 32.32.350 Nonacceptance and return of applications.
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Any application for approval that is improperly executed, or that does not contain copies of a plan of conversion, amendments to the charter of the applicant in the form of new articles of incorporation, and preliminary offering circulars for the subscription offering and for the…
RCW 32.32.355 Continuity of corporate existence.
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Upon the filing of the articles of incorporation of a converted savings bank with the secretary of state in accordance with RCW 32.32.485, the corporate existence of the mutual savings bank converting to a stock savings bank pursuant to this chapter shall not terminate but the co…
RCW 32.32.360 Form of application.
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The form of the application shall comply with the requirements of the director.[ 1994 c 92 s 386; 1981 c 85 s 71.]
RCW 32.32.365 Representations upon filing of application.
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Except as provided in RCW 32.32.370, the filing of any application or amendment thereto under this chapter shall constitute a representation of the applicant by its duly authorized representative, the applicant's principal executive officer, the applicant's principal financial of…
RCW 32.32.370 Representations upon filing of application—Exception.
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The representations specified in RCW 32.32.365 shall not be deemed to have been made by any director of the applicant who did not sign the application or any amendment thereto, if, and only to the extent that, the director files with the director within ten business days after th…
RCW 32.32.375 Application to furnish information.
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Every application shall furnish information in accordance with this chapter and with the requirements and forms prescribed by the director.[ 1994 c 92 s 388; 1981 c 85 s 74.]
RCW 32.32.380 Application—Additional information required.
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In addition to the information expressly required to be included in any application under this chapter, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made…
RCW 32.32.385 Omission of certain information permitted—Conditions.
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Information required need be given only insofar as it is known or reasonably available to the applicant. If any required information is unknown and not reasonably available to the applicant, either because the obtaining thereof would involve unreasonable effort or expense or beca…
RCW 32.32.390 Offering circular—Certain manner of presentation of required information prohibited.
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The information required in an offering circular shall not be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading.[ 1981 c 85 s 77.]
RCW 32.32.395 Form and contents of filings.
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The form and contents of any filing made under this chapter need conform only to the applicable requirements and forms prescribed by the director then in effect, and contain the information, including financial statements, required at the time the filing is made, notwithstanding …
RCW 32.32.400 Conformance required to order prohibiting the use of any filing.
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Whenever the director prohibits by order or otherwise the use of any filing under this chapter, the form and contents of any filing used thereafter shall conform to the requirements of the order.[ 1994 c 92 s 390; 1981 c 85 s 79.]
RCW 32.32.405 Application—Certain named persons—Filing of written consent required.
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(1) If any accountant, attorney, investment banker, appraiser, or other persons whose professions give authority to a statement made in any application under this chapter is named as having prepared, reviewed, passed upon, or certified any part thereof, or any report or valuation…
RCW 32.32.410 Offering circular—Certain named persons—Filing of written consent required.
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If any person who has not signed an application is named in the offering circular as about to become a director, the written consent of this person shall be filed with the director in the form the director prescribes.[ 1994 c 92 s 391; 1981 c 85 s 81.]
RCW 32.32.415 Date of receipt—Date of filing.
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The date on which any documents are actually received by the office of the director of financial institutions shall be the date of filing thereof.[ 1994 c 92 s 392; 1981 c 85 s 82.]
RCW 32.32.420 Availability for conferences in advance of filing of application—Refusal of prefiling review.
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(1) The staff of the director shall be available for conferences with prospective applicants or their representatives in advance of filing an application to convert. These conferences may be held for the purpose of discussing generally the problems confronting an applicant in eff…
RCW 32.32.425 Appeal from refusal to approve application.
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From the director of financial institutions' refusal to approve an application for conversion, the applicant may, within thirty days from the date of the mailing by the director of financial institutions of notice of refusal to approve, appeal to a board of appeal composed of the…
RCW 32.32.430 Postconversion reports.
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The applicant shall file such postconversion reports concerning its conversion as the director may require.[ 1994 c 92 s 395; 1981 c 85 s 85.]
RCW 32.32.435 Definitions.
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For purposes of RCW 32.32.440 through 32.32.475, the following definitions shall apply:(1) The term "offer" includes every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security fo…
RCW 32.32.440 Certain agreement to transfer and transfers of ownership in rights or securities prohibited.
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Prior to completion of a conversion, no person may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of conversion subscription rights, or the underlying securities, to the account of another.[ 1981 c 85 s 87.]
RCW 32.32.445 Certain offers and announcements on securities prohibited.
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Prior to completion of a conversion, no person may make any offer, or announcement of an offer or intent to make an offer, for any security of a converting savings bank issued or to be issued in connection with the conversion.[ 1981 c 85 s 88.]
RCW 32.32.450 Certain offers and acquisitions prohibited.
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No person for a period of three years following the date of the conversion may directly or indirectly offer to acquire or acquire the beneficial ownership of more than ten percent of any class of an equity security of any savings bank converted in accordance with this chapter wit…
RCW 32.32.455 Nonapplicability of RCW 32.32.440 and 32.32.445.
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RCW 32.32.440 and 32.32.445 shall not apply to a transfer, agreement or understanding to transfer, offer, or announcement of an offer or intent to make an offer which (1) pertains only to securities to be purchased pursuant to RCW 32.32.060, 32.32.150, or 32.32.175; and (2) has p…
RCW 32.32.460 Nonapplicability of RCW 32.32.445 and 32.32.450.
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RCW 32.32.445 and 32.32.450 shall not apply to any offer with a view toward public resale made exclusively to the savings bank or underwriters or selling group acting on its behalf.[ 1981 c 85 s 91.]
RCW 32.32.465 Nonapplicability of RCW 32.32.450.
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Unless made applicable by the director by prior advice in writing, the prohibition contained in RCW 32.32.450 shall not apply to any offer or announcement of an offer which if consummated would result in acquisition by a person, together with all other acquisitions by the person …
RCW 32.32.470 Approval of certain applications prohibited.
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The director shall not approve an application involving an offer for, an announcement thereof, or an acquisition of any security of a converted savings bank submitted under RCW 32.32.450 if the director finds that the offer frustrates the purposes of this chapter, is manipulative…
RCW 32.32.475 Penalty for violations.
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For willful violation or assistance of such a violation of any provision of RCW 32.32.440 through 32.32.470, any person who (1) has any connection with the management of a converting or converted savings bank, including any director, officer, employee, attorney, or agent, or (2) …
RCW 32.32.480 Name of converted savings bank.
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A savings bank shall not be forbidden or required to change its corporate name as a result of its conversion pursuant to this chapter.[ 1994 c 256 s 107; 1981 c 85 s 95.]Notes:Findings—Construction—1994 c 256: See RCW 43.320.007.
RCW 32.32.485 Amendments to charter required in application—Articles of incorporation—Filing of certificate required—Contents—Issuance and filing of authorization certificate.
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(1) An application for conversion under this chapter shall include amendments to the charter of the converting savings bank. The charter of the converted savings bank, as amended, shall be known after the conversion as the articles of incorporation of the converted savings bank. …
RCW 32.32.490 Amendments to articles of incorporation.
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(1) Amendments to the articles of incorporation of the converted savings bank shall be made only with the approvals of the director, of two-thirds of the directors of the savings bank, and of the holders of a majority of each class of the outstanding shares of capital stock or su…