Title 32 — Title 32 WASHINGTON SAVINGS BANK ACT
14 chapters · 295 sections in this title.
RCW 32.32.010 Chapter exclusive—Prohibition on conversion without approval—Waiver of requirements.
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This chapter shall exclusively govern the conversion of mutual savings banks to capital stock savings banks. No mutual savings bank may convert to the capital stock form of organization without the prior written approval of the director pursuant to this chapter, except that the d…
RCW 32.32.015 Forms.
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The director may prescribe under this chapter such forms as the director deems appropriate for use by a mutual savings bank seeking to convert to a capital stock savings bank pursuant to this chapter.[ 1994 c 92 s 350; 1981 c 85 s 2.]
RCW 32.32.020 Request of noncompliance—Requirements.
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(1) If an applicant finds that compliance with any provision of this chapter would be in conflict with applicable federal law, the director shall grant or deny a request of noncompliance with the provision. The request may be incorporated in the application for conversion; otherw…
RCW 32.32.025 Definitions.
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As used in this chapter, the following definitions apply, unless the context otherwise requires:(1) Except as provided in RCW 32.32.230, an "affiliate" of, or a person "affiliated" with, a specified person, is a person that directly, or indirectly through one or more intermediari…
RCW 32.32.030 Prohibition on approval of certain applications for conversion.
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No application for conversion may be approved by the director if:(1) The plan of conversion adopted by the applicant's board of directors is not in accordance with this chapter;(2) The conversion would result in a reduction of the applicant's net worth below requirements establis…
RCW 32.32.035 Requirements of plan of conversion.
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The plan of conversion shall contain all of the provisions set forth in RCW 32.32.040 through 32.32.125.[ 1981 c 85 s 6.]
RCW 32.32.040 Issuance of capital stock—Price.
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A converted savings bank or a holding company organized pursuant to chapter 32.34 RCW shall issue and sell capital stock at a total price equal to the estimated pro forma market value of the stock issued in connection with the conversion, based on an independent valuation, as pro…
RCW 32.32.042 Shares—Certificate not required.
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(1) Shares of a savings bank may, but need not be, represented by certificates. Unless this title expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum, each share certifica…
RCW 32.32.045 Stock purchase subscription rights—Eligible account holders.
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Each eligible account holder shall receive, without payment, nontransferable subscription rights to purchase capital stock in an amount equal to the greatest of two hundred shares, one-tenth of one percent of the total offering of shares, or fifteen times the product (rounded dow…
RCW 32.32.050 Stock purchase subscription rights received by officers, directors, and their associates—Subordination.
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Nontransferable subscription rights to purchase capital stock received by officers and directors and their associates of the converting savings bank based on their increased deposits in the converting savings bank in the one-year period preceding the eligibility record date shall…
RCW 32.32.055 Supplemental share purchase subscription rights—Supplemental eligible account holder—Conditions.
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In plans involving an eligibility record date that is more than fifteen months prior to the date of the latest amendment to the application for conversion filed prior to the director approval, a supplemental eligibility record date shall be determined whereby each supplemental el…
RCW 32.32.060 Sale of shares not sold in subscription offering—Methods—Conditions.
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Any shares of the converting savings bank not sold in the subscription offering shall either be sold in a public offering through an underwriter or directly by the converting savings bank in a direct community marketing, subject to the applicant demonstrating to the director the …
RCW 32.32.065 Limitation on subscription and purchase of shares by person with associate or group—Amount.
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The number of shares which any person together with any associate or group of persons acting in concert may subscribe for or purchase in the conversion shall not exceed five percent of the total offering of shares. For purposes of this section, the members of the converting savin…
RCW 32.32.070 Limitation on purchase of shares by officers, directors, and their associates—Amount.
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The number of shares which officers and directors of the converting savings bank and their associates may purchase in the conversion shall not exceed twenty-five percent of the total offering of shares.[ 1981 c 85 s 13.]
RCW 32.32.075 Prohibition on purchase of shares by officers, directors, and their associates—Exception.
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No officer or director, or their associates, may purchase without the prior written approval of the director the capital stock of the converted savings bank except from a broker or a dealer registered with the Securities and Exchange Commission for a period of three years followi…
RCW 32.32.080 Uniform sales price of shares required—Application to specify arrangements on sale of shares not sold in subscription offering.
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The sales price of the shares of capital stock to be sold in the conversion shall be a uniform price determined in accordance with RCW 32.32.290, 32.32.305, and 32.32.325. The applicant shall specify in its conversion application the underwriting and/or other marketing arrangemen…
RCW 32.32.085 Savings account holder to receive withdrawable savings account(s)—Amount.
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Each savings account holder of the converting savings bank shall receive, without payment, a withdrawable savings account or accounts in the converted savings bank equal in withdrawable amount to the withdrawal value of the account holder's savings account or accounts in the conv…
RCW 32.32.090 Liquidation account—Establishment and maintenance required.
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A converting savings bank shall establish and maintain a liquidation account for the benefit of eligible account holders and supplemental eligible account holders in the event of a subsequent complete liquidation of the converted savings bank, in accordance with RCW 32.32.185 thr…
RCW 32.32.095 Establishment of eligibility record date required.
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The applicant shall establish an eligibility record date, which shall not be less than ninety days prior to the date of adoption of the plan by the converting savings bank's board of directors.[ 1981 c 85 s 18.]
RCW 32.32.100 Capital stock—Voting rights.
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The holders of the capital stock of the converted savings bank shall have exclusive voting rights.[ 1981 c 85 s 19.]
RCW 32.32.105 Amendment and termination of plan of conversion.
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The plan of conversion adopted by the applicant's board of directors may be amended by the board of directors with the concurrence of the director at any time prior to final approval of the director and may be terminated with the concurrence of the director at any time prior to i…
RCW 32.32.110 Restriction on sale of shares of stock by directors and officers.
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All shares of capital stock purchased by directors and officers on original issue in the conversion either directly from the savings bank (by subscription or otherwise) or from an underwriter of the shares shall be subject to the restriction that the shares shall not be sold for …
RCW 32.32.115 Conditions on shares of stock subject to restriction on sale.
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In connection with shares of capital stock subject to restriction on sale for a period of time:(1) Each certificate for the stock shall bear a legend giving appropriate notice of the restriction;(2) Appropriate instructions shall be issued to the transfer agent for the capital st…
RCW 32.32.120 Registration of securities—Marketing of securities—Listing of shares on securities exchange or NASDAQ quotation system.
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A converted savings bank or holding company formed under chapter 32.34 RCW shall:(1) Promptly following its conversion register the securities issued in connection therewith pursuant to the Securities and Exchange Act of 1934 and undertake not to deregister the securities for a p…
RCW 32.32.125 Reasonable expenses required.
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The expenses incurred in the conversion shall be reasonable.[ 1981 c 85 s 24.]
RCW 32.32.130 Plan of conversion—Prohibited provisions.
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The plan of conversion shall contain no provision which the director determines to be inequitable or detrimental to the applicant, its savings account holders, or other savings banks or to be contrary to the public interest.[ 1994 c 92 s 359; 1981 c 85 s 25.]
RCW 32.32.135 Plan of conversion—Permissible provisions.
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The plan of conversion may contain any of the provisions set forth in RCW 32.32.140 through 32.32.170.[ 1981 c 85 s 26.]
RCW 32.32.140 Purchase of certain shares of stock by directors, officers, and employees permitted—Conditions.
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Directors, officers, and employees of the converting savings bank, as part of the subscription offering, may be entitled to purchase shares of capital stock, to the extent that shares are available after satisfying the subscriptions of eligible account holders and supplemental el…
RCW 32.32.145 Receipt of certain subscription rights by account holders permitted—Amount—Conditions.
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Any account holder receiving rights to purchase stock in the subscription offering may also receive, without payment, nontransferable subscription rights to purchase up to one percent of the total offering of shares of capital stock, to the extent that the shares are available af…
RCW 32.32.150 Permissible sales of insignificant residue of shares.
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Any insignificant residue of shares not sold in the subscription offering or in a public offering referred to in RCW 32.32.060 may be sold in such other manner as provided in the plan with the director's approval.[ 1994 c 92 s 360; 1985 c 56 s 20; 1981 c 85 s 29.]
RCW 32.32.155 Limitation on number of shares subscribed in subscription offering permitted.
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The number of shares which any person, or group of persons affiliated with each other or otherwise acting in concert, may subscribe for in the subscription offering may be made subject to a limit of not less than one percent of the total offering of shares.[ 1981 c 85 s 30.]
RCW 32.32.160 Minimum purchase requirement in exercise of subscription rights permitted.
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Any person exercising subscription rights to purchase capital stock may be required to purchase a minimum of up to twenty-five shares to the extent the shares are available (but the aggregate price for any minimum share purchase shall not exceed five hundred dollars).[ 1981 c 85 …
RCW 32.32.165 Stock option plan permitted—Reserved shares.
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A stock option plan may be adopted by the board of directors at the meeting at which the plan of conversion is voted upon. The number of shares reserved for the stock option plans should be limited to ten percent of the number of shares sold in the conversion.[ 1981 c 85 s 32.]
RCW 32.32.170 Issuance of securities in lieu of capital stock permitted—References to capital stock.
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The converted savings bank may issue and sell, in lieu of shares of its capital stock, units of securities consisting of capital stock or other equity securities, in which event any reference in this chapter to capital stock shall apply to the units of equity securities unless th…
RCW 32.32.175 Approval of other equitable provisions.
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The director may approve such other equitable provisions as are necessary to avert imminent injury to the converting savings bank.[ 1994 c 92 s 361; 1981 c 85 s 34.]
RCW 32.32.180 Amount of qualifying deposit of eligible account holder or supplemental eligible account holder.
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(1) Unless otherwise provided in the plan of conversion, the amount of the qualifying deposit of an eligible account holder or supplemental eligible account holder shall be the total of the deposit balances in the eligible account holder's or supplemental eligible account holder'…
RCW 32.32.185 Liquidation account—Establishment required—Amount—Function.
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Each converted savings bank shall, at the time of conversion, establish a liquidation account in an amount equal to the amount of net worth of the converting savings bank as of the latest practicable date prior to conversion. For the purposes of this section, the savings bank sha…
RCW 32.32.190 Liquidation account—Maintenance required—Subaccounts.
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The liquidation account shall be maintained by the converted savings bank for the benefit of eligible account holders and supplemental eligible account holders who maintain their savings accounts in the bank. Each such eligible account holder shall, with respect to each savings a…
RCW 32.32.195 Liquidation account—Distribution upon complete liquidation.
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In the event of a complete liquidation of the converted savings bank (and only in this event), each eligible account holder and supplemental eligible account holder shall be entitled to receive a liquidation distribution from the liquidation account, in the amount of the then cur…
RCW 32.32.200 Liquidation account—Determination of subaccount balances.
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The initial subaccount balance for a savings account held by an eligible account holder and/or supplemental eligible account holder shall be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of qualifying d…
RCW 32.32.205 Reduction of subaccount balance.
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If the deposit balance in any savings account of an eligible account holder or supplemental eligible account holder at the close of business on any annual closing date subsequent to the respective record dates is less than the lesser of (1) the deposit balance in the savings acco…
RCW 32.32.210 Converted savings bank prohibited from repurchasing its stock without approval.
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No converted savings bank may repurchase any of its capital stock from any person unless the repurchase is approved by the director either in advance or at the time of repurchase.[ 1994 c 92 s 362; 1985 c 56 s 21; 1981 c 85 s 41.]
RCW 32.32.215 Limitation on cash dividends.
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Except as provided in RCW 32.32.222, no converted savings bank may declare or pay a cash dividend unless the declaration or payment of the dividend would be in accordance with the requirements of *RCW 30.04.180 and would not have the effect of reducing the net worth of the conver…
RCW 32.32.220 Limitation on certain cash dividends within ten years of conversion.
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Except as provided in RCW 32.32.222, no converted savings bank may, without the prior approval of the director, for a period of ten years after the date of its conversion, declare or pay a cash dividend on its capital stock in an amount in excess of one-half of the greater of:(1)…
RCW 32.32.222 Dividends on preferred stock.
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A converted mutual savings bank may pay dividends on preferred stock at the rate or rates agreed in connection with the issuance of preferred stock if such issuance has been approved by the director.[ 1994 c 92 s 365; 1985 c 56 s 24.]
RCW 32.32.225 Prohibitions on offer, sale, or purchase of securities.
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In the offer, sale, or purchase of securities issued incident to its conversion, no savings bank, or any director, officer, attorney, agent, or employee thereof, may (1) employ any device, scheme, or artifice to defraud, or (2) obtain money or property by means of any untrue stat…
RCW 32.32.228 Acquisition of control of a converted savings bank—State reciprocity—Definitions.
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(1) As used in this section, the following definitions apply:(a) "Control" means directly or indirectly alone or in concert with others to own, control, or hold the power to vote twenty-five percent or more of the outstanding stock or voting power of the controlled entity;(b) "Ac…
RCW 32.32.230 Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.
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(1) No conversion may be approved by the director unless the plan of conversion provides that the converted savings bank shall enter into an agreement with the director, in form satisfactory to the director, which shall provide that for a period of three years following the conve…
RCW 32.32.235 Plan of conversion—Charter restrictions permitted.
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To the extent permitted by applicable federal or state law, a plan of conversion may provide for a provision in the charter of the converted savings bank containing, in substance, the restriction set forth in RCW 32.32.230. There may also be included a restriction providing that …
RCW 32.32.240 Confidentiality of consideration to convert—Remedial measures for breach.
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A savings bank which is considering converting pursuant to this chapter and its directors, officers, and employees shall keep this consideration in the strictest confidence and shall only discuss the potential conversion as would be consistent with the need to prepare information…