BP BHEAD INT S

AN ACT Relating to consolidation of administration of financial institutions, securities, and corporate affairs; amending RCW 21.20.005, 21.20.450, 21.20.720, 30.12.190, 31.12.005, 31.12A.010, 31.24.020, 31.24.080, 31.24.120, 31.30.010, 31.30.150, 33.04.010, 33.04.110, 33.46.020, 33.46.030, 33.46.040, 33.46.050, 33.46.060, 33.46.080, 33.46.130, 43.17.010, 43.17.020, 43.19.010, 43.19.015, 43.19.020, 43.19.040, 43.19.050, 43.19.080, 43.19.090, 43.19.095, 43.19.100, 43.19.110, 43.19.112, 43.24.020, 43.24.024, 46.01.011, 46.01.050, 43.07.030, 43.07.120, 43.07.130, 43.07.140, 43.07.170, 43.07.180, 43.07.190, and 43.07.210; adding a new chapter to Title 43 RCW; creating new sections; recodifying RCW 43.07.170, 43.07.180, 43.19.190, 43.07.200, 43.07.210, 43.19.020, 43.19.030, 43.19.040, 43.19.050, 43.19.080, 43.19.090, 43.19.095, 43.19.100, 43.19.110, and 43.19.112; prescribing penalties; and providing an effective date.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:

NEW SECTION. Sec. 1. The legislature finds that the consolidation of the agencies regulating financial institutions, corporations, and securities laws into one department will better serve the public interest through centralizing state regulation of related areas. Therefore, to achieve administrative and public convenience, centralized policy making, and the more efficient use of state resources, the state desires to combine the regulation of financial institutions, corporations, and securities laws.

NEW SECTION. Sec. 2. A state department of financial institutions, securities, and corporate affairs is created. The head of the department shall be known as the director of financial institutions, securities, and corporate affairs. There shall be four divisions within the department: A division of banking, headed by the supervisor of banking; a division of credit unions, headed by the supervisor of credit unions; a division of securities, headed by the securities administrator; and a division of corporations, headed by the corporations administrator.

No person is eligible for appointment as director of financial institutions, securities, and corporate affairs unless he or she is, and for the last two years before appointment has been, a citizen of the United States; nor if he or she has an interest in a bank, trust company, credit union, consumer loan company, savings bank, savings and loan association, or securities company as director, officer, or stockholder unless the appointee resigns as a director or officer or disposes of the stock before assuming office as director.

The director shall exercise all powers and perform all the duties and functions prescribed by law before September 1, 1993, with respect to financial institutions, check cashers and sellers, trust companies and departments, securities, and corporations that were exercised before that date by the department of general administration, the department of licensing, and the secretary of state.

NEW SECTION. Sec. 3. The director may adopt rules under chapter 34.05 RCW necessary to implement the powers and duties imposed upon the director.

NEW SECTION. Sec. 4. (1) All powers, duties, and functions of the department of general administration under Titles 30, 31, 32, 33, and 43 RCW and any other statute pertaining to duties relating to banks, trust companies and departments, savings banks, consumer loan companies, credit unions, savings and loan associations, check cashers and sellers, and other similar institutions are transferred to the department of financial institutions, securities, and corporate affairs. All references to the director or department of general administration in the Revised Code of Washington shall be construed to mean the director or the department of financial institutions, securities, and corporate affairs when referring to the functions transferred in this section.

(2) All powers, duties, and functions of the secretary of state under Titles 18, 19, 23, 23B, 24, 25, 30, 31, 32, and 33 RCW and any other statute pertaining to profit and nonprofit corporations, charitable organizations, trademarks, trade names, cooperative associations, Massachusetts trusts, fraternal societies, and partnerships are transferred to the department of financial institutions, securities, and corporate affairs. All references to the secretary of state in the Revised Code of Washington shall be construed to mean the director or the department of financial institutions, securities, and corporate affairs when referring to the functions transferred in this section.

(3) All powers, duties, and functions of the department of licensing under Title 21 RCW and any other statute pertaining to the regulation of securities and speculative investments are transferred to the department of financial institutions, securities, and corporate affairs. All references to the director or department of licensing in the Revised Code of Washington shall be construed to mean the director or department of financial institutions, securities, and corporate affairs when referring to the functions transferred in this section.

NEW SECTION. Sec. 5. All reports, documents, surveys, books, records, files, papers, or written material in the possession of the department of general administration, secretary of state, and department of licensing and pertaining to the powers, functions, and duties transferred by section 4 of this act shall be delivered to the custody of the department of financial institutions, securities, and corporate affairs. All cabinets, furniture, office equipment, motor vehicles, and other tangible property employed by the department of general administration, secretary of state, or the department of licensing in carrying out the powers, functions, and duties transferred by section 4 of this act shall be made available to the department of financial institutions, securities, and corporate affairs. All funds, credits, or other assets held in connection with the powers, functions, and duties transferred by section 4 of this act shall be assigned to the department of financial institutions, securities, and corporate affairs.

Any appropriations made to the department of general administration, secretary of state, and department of licensing for carrying out the powers, functions, and duties transferred by section 4 of this act shall, on the effective date of this act, be transferred and credited to the department of financial institutions, securities, and corporate affairs.

Whenever any question arises as to the transfer of any personnel, funds, books, documents, records, papers, files, equipment, or other tangible property used or held in the exercise of the powers and the performance of the duties and functions transferred, the director of financial management shall make a determination as to the proper allocation and certify the same to the state agencies concerned.

NEW SECTION. Sec. 6. All classified employees of the department of general administration, secretary of state, and department of licensing engaged in performing the powers, functions, and duties transferred by section 4 of this act are transferred to the jurisdiction of the department of financial institutions, securities, and corporate affairs. All employees classified under chapter 41.06 RCW, the state civil service law, are assigned to the department of financial institutions, securities, and corporate affairs to perform their usual duties upon the same terms as formerly, without any loss of rights, subject to any action that may be appropriate thereafter in accordance with the laws and rules governing state civil service.

NEW SECTION. Sec. 7. All rules and all pending business before the department of general administration, secretary of state, and department of licensing pertaining to the powers, functions, and duties transferred by section 4 of this act shall be continued and acted upon by the department of financial institutions, securities, and corporate affairs. All existing contracts and obligations shall remain in full force and shall be performed by the department of financial institutions, securities, and corporate affairs.

NEW SECTION. Sec. 8. The transfer of the powers, duties, functions, and personnel of the department of general administration, department of licensing, and secretary of state shall not affect the validity of any act performed by such employee before the effective date of this act.

NEW SECTION. Sec. 9. If apportionments of budgeted funds are required because of the transfers directed by sections 5 through 8 of this act, the director of financial management shall certify the apportionments to the agencies affected, the state auditor, and the state treasurer. Each of these shall make the appropriate transfer and adjustments in funds and appropriation accounts and equipment records in accordance with the certification.

NEW SECTION. Sec. 10. Nothing contained in sections 5 through 9 of this act may be construed to alter any existing collective bargaining unit or the provisions of any existing collective bargaining agreement until the agreement has expired or until the bargaining unit has been modified by action of the personnel board as provided by law.

Sec. 11. RCW 21.20.005 and 1989 c 391 s 1 are each amended to read as follows:

The definitions set forth in this section shall apply throughout this chapter, unless the context otherwise requires:

(1) "Director" means the director of ((~~licensing~~)) financial institutions, securities, and corporate affairs of this state.

(2) "Salesperson" means any individual other than a broker-dealer who represents a broker-dealer or issuer in effecting or attempting to effect sales of securities, but "salesperson" does not include an individual who represents an issuer in (a) effecting a transaction in a security exempted by RCW 21.20.310(1), (2), (3), (4), (9), (10), (11), (12), or (13), ((~~as now or hereafter amended,~~)) (b) effecting transactions exempted by RCW 21.20.320, or (c) effecting transactions with existing employees, partners, or directors of the issuer if no commission or other remuneration is paid or given directly or indirectly for soliciting any person in this state.

(3) "Broker-dealer" means any person engaged in the business of effecting transactions in securities for the account of others or for that person's own account. "Broker-dealer" does not include (a) a salesperson, issuer, bank, savings institution, or trust company, (b) a person who has no place of business in this state if the person effects transactions in this state exclusively with or through the issuers of the securities involved in the transactions, other broker-dealers, or banks, savings institutions, trust companies, insurance companies, investment companies as defined in the investment company act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees, or (c) a person who has no place of business in this state if during any period of twelve consecutive months that person does not direct more than fifteen offers to sell or to buy into this state in any manner to persons other than those specified in subsection (b) above.

(4) "Guaranteed" means guaranteed as to payment of principal, interest, or dividends.

(5) "Full business day" means all calendar days, excluding therefrom Saturdays, Sundays, and all legal holidays, as defined by statute.

(6) "Investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of a regular business, issues or promulgates analyses or reports concerning securities. "Investment adviser" also includes financial planners and other persons who, as an integral component of other financially related services, (a) provide the foregoing investment advisory services to others for compensation as part of a business or (b) hold themselves out as providing the foregoing investment advisory services to others for compensation. Investment adviser shall also include any person who holds himself out as a financial planner.

"Investment adviser" does not include (a) a bank, savings institution, or trust company, (b) a lawyer, accountant, certified public accountant licensed under chapter 18.04 RCW, engineer, or teacher whose performance of these services is solely incidental to the practice of his or her profession, (c) a broker-dealer, (d) a publisher of any bona fide newspaper, news magazine, or business or financial publication of general, regular, and paid circulation, (e) a radio or television station, (f) a person whose advice, analyses, or reports relate only to securities exempted by RCW 21.20.310(1), (g) a person who has no place of business in this state if (i) that person's only clients in this state are other investment advisers, broker-dealers, banks, savings institutions, trust companies, insurance companies, investment companies as defined in the investment company act of 1940, pension or profit-sharing trust, or other financial institutions or institutional buyers, whether acting for themselves or as trustees, or (ii) during any period of twelve consecutive months that person does not direct business communications into this state in any manner to more than five clients other than those specified in clause (i) above, or (h) such other persons not within the intent of this paragraph as the director may by rule or order designate.

(7) "Issuer" means any person who issues or proposes to issue any security, except that with respect to certificates of deposit, voting trust certificates, or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors (or persons performing similar functions) or of the fixed, restricted management, or unit type; the term "issuer" means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued.

(8) "Nonissuer" means not directly or indirectly for the benefit of the issuer.

(9) "Person" means an individual, a corporation, a partnership, an association, a joint-stock company, a trust where the interest of the beneficiaries are evidenced by a security, an unincorporated organization, a government, or a political subdivision of a government.

(10) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value. "Offer" or "offer to sell" includes every attempt or offer to dispose of, or solicitation of an offer to buy, a security or interest in a security for value.

Any security given or delivered with, or as a bonus on account of, any purchase of securities or any other thing is considered to constitute part of the subject of the purchase and to have been offered and sold for value. A purported gift of assessable stock is considered to involve an offer and sale. Every sale or offer of a warrant or right to purchase or subscribe to another security of the same or another issuer, as well as every sale or offer of a security which gives the holder a present or future right or privilege to convert into another security of the same or another issuer, is considered to include an offer of the other security.

(11) "Securities Act of 1933(("))," "Securities Exchange Act of 1934(("))," "Public Utility Holding Company Act of 1935(("))," and "Investment Company Act of 1940" means the federal statutes of those names as amended before or after June 10, 1959.

(12) "Security" means any note; stock; treasury stock; bond; debenture; evidence of indebtedness; certificate of interest or participation in any profit-sharing agreement; collateral-trust certificate; preorganization certificate or subscription; transferable share; investment contract; investment of money or other consideration in the risk capital of a venture with the expectation of some valuable benefit to the investor where the investor does not receive the right to exercise practical and actual control over the managerial decisions of the venture; voting-trust certificate; certificate of deposit for a security; certificate of interest or participation in an oil, gas or mining title or lease or in payments out of production under such a title or lease; charitable gift annuity; or, in general, any interest or instrument commonly known as a "security(("))," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing; or any sale of or indenture, bond or contract for the conveyance of land or any interest therein where such land is situated outside of the state of Washington and such sale or its offering is not conducted by a real estate broker licensed by the state of Washington. "Security" does not include any insurance or endowment policy or annuity contract under which an insurance company promises to pay money either in a lump sum or periodically for life or some other specified period.

(13) "State" means any state, territory, or possession of the United States, as well as the District of Columbia and Puerto Rico.

(14) "Investment adviser salesperson" means a person retained or employed by an investment adviser to solicit clients or offer the services of the investment adviser or manage the accounts of said clients.

(15) "Relatives", as used in RCW 21.20.310(11) ((~~as now or hereafter amended,~~)) shall include:

(a) A member's spouse;

(b) Parents of the member or the member's spouse;

(d) Natural or adopted children of the member or the member's spouse;

(e) Aunts and uncles of the member or the member's spouse; and

(f) First cousins of the member or the member's spouse.

Sec. 12. RCW 21.20.450 and 1979 ex.s. c 68 s 33 are each amended to read as follows:

The administration of the provisions of this chapter shall be under the department of ((~~licensing~~)) financial institutions, securities, and corporate affairs. The director may from time to time make, amend, and ((~~rescind~~)) repeal such rules and forms as are necessary to carry out the provisions of this chapter, including rules defining any term, whether or not such term is used in the Washington securities law. The director may classify securities, persons, and matters within the director's jurisdiction, and prescribe different requirements for different classes. No rule or form((,)) may be made unless the director finds that the action is necessary or appropriate in the public interest or for the protection of investors and consistent with the purposes fairly intended by the policy and provisions of this chapter. In prescribing rules and forms the director may cooperate with the securities administrators of the other states and the securities and exchange commission with a view to effectuating the policy of this statute to achieve maximum uniformity in the form and content of registration statements, applications, and reports wherever practicable. All rules and forms of the director shall be published.

Sec. 13. RCW 21.20.720 and 1987 c 421 s 4 are each amended to read as follows:

(1) A director, officer, or controlling person of a debenture company shall not:

(a) Have any interest, direct or indirect, in the gains or profits of the debenture company, except to receive dividends upon the amounts contributed by him or her, the same as any other investor or shareholder and under the same regulations and conditions: PROVIDED, That nothing in this subsection shall be construed to prohibit salaries as may be approved by the debenture company's board of directors;

(b) Become a member of the board of directors or a controlling shareholder of another debenture company or a bank, trust company, or national banking association, of which board enough other directors or officers of the debenture company are members so as to constitute with him or her a majority of the board of directors.

(2) A director, an officer, or controlling person shall not:

(a) For himself or herself or as agent or partner of another, directly or indirectly use any of the funds held by the debenture company, except to make such current and necessary payments as are authorized by the board of directors;

(b) Receive directly or indirectly and retain for his or her own use any commission on or benefit from any loan made by the debenture company, or any pay or emolument for services rendered to any borrower from the debenture company in connection with such loan;

(c) Become an indorser, surety, or guarantor, or in any manner an obligor, for any loan made from the debenture company and except when approval has been given by the director of ((~~licensing~~)) financial institutions, securities, and corporate affairs or the director's administrator of securities upon recommendation by the company's board of directors.

(d) For himself or herself or as agent or partner of another, directly or indirectly borrow any of the funds held by the debenture company, or become the owner of real or personal property upon which the debenture company holds a mortgage, deed of trust, or property contract. A loan to or a purchase by a corporation in which he or she is a stockholder to the amount of fifteen percent of the total outstanding stock, or in which he or she and other directors, officers, or controlling persons of the debenture company hold stock to the amount of twenty-five percent of the total outstanding stock, shall be deemed a loan to or a purchase by such director or officer within the meaning of this section, except when the loan to or purchase by such corporation occurred without his or her knowledge or against his or her protest.

NEW SECTION. Sec. 14. The securities account is created in the custody of the state treasurer. Thirteen percent of all receipts from the securities division of the department of financial institutions, securities, and corporate affairs shall be deposited into the account. Only the director of the department of financial institutions, securities, and corporate affairs or the director's designee may authorize expenditures from the account. The account is subject to allotment procedures under chapter 43.88 RCW, but no appropriation is required for expenditures.

Sec. 15. RCW 30.12.190 and 1989 c 220 s 2 are each amended to read as follows:

Every person who shall violate, or knowingly aid or abet the violation of any provision of RCW 30.04.010, 30.04.030, 30.04.050, 30.04.060, 30.04.070, 30.04.075, 30.04.111, 30.04.120, 30.04.130, 30.04.180, 30.04.210, 30.04.220, 30.04.280, 30.04.290, 30.04.300, 30.08.010, 30.08.020, 30.08.030, 30.08.040, 30.08.050, 30.08.060, 30.08.080, 30.08.090, 30.08.095, 30.08.110, 30.08.120, 30.08.140, 30.08.150, 30.08.160, 30.08.180, 30.08.190, 30.12.010, 30.12.020, 30.12.030, 30.12.060, 30.12.070, 30.12.130, 30.12.180, 30.12.190, 30.16.010, 30.20.060, 30.40.010, 30.44.010, 30.44.020, 30.44.030, 30.44.040, 30.44.050, 30.44.060, 30.44.070, 30.44.080, 30.44.090, 30.44.100, 30.44.130, 30.44.140, 30.44.150, 30.44.160, 30.44.170, 30.44.240, 30.44.250, 43.19.020 (as recodified by section 57 of this act), 43.19.030 (as recodified by section 57 of this act), 43.19.050 (as recodified by section 57 of this act), and 43.19.090 (as recodified by section 57 of this act), and every person who fails to perform any act which it is therein made his duty to perform, ((~~shall be~~)) is guilty of a misdemeanor. No person who has been convicted for the violation of the banking laws of this or any other state or of the United States shall be permitted to engage in or become an officer or official of any bank or trust company organized and existing under the laws of this state.

Sec. 16. RCW 31.12.005 and 1984 c 31 s 2 are each amended to read as follows:

Unless the context clearly requires otherwise, as used in this chapter:

(1) "Board" means the board of directors of a credit union.

(2) "Branch" means any office, other than the principal place of business, maintained by a credit union for the purpose of providing services directly to its members. "Branch" does not include a facility that is limited to an electronic funds transferring machine that can be operated without the assistance of an employee of a credit union.

(3) "Credit union" means a credit union organized and operating under this chapter.

(4) "Employees" means the principal operating officer and other operating personnel of a credit union.

(5) "Federal credit union" means a credit union organized and operating under the laws of the United States.

(6) "Officers" means the officers of the board of a credit union who are elected under RCW 31.12.265.

(7) "Shares" and "deposits" are synonymous and interchangeable. Shares and deposits of a credit union shall be subject to such terms and conditions as established by the board of the credit union.

(8) "Supervisor" means the supervisor of ((~~savings and loan associations~~)) credit unions appointed under RCW 43.19.100 (as recodified by section 57 of this act), or the duly authorized agent of the supervisor of ((~~savings and loan associations~~)) credit unions.

(9) "Supervisory committee" means a committee having the powers and duties set forth in RCW 31.12.326 through 31.12.355. Supervisory committees are the statutory successors of auditing committees.

Sec. 17. RCW 31.12A.010 and 1985 c 7 s 98 are each amended to read as follows:

As used in this chapter, unless the context otherwise requires, the terms defined in this section shall have the meanings indicated.

(1) "Assessment" means the amount levied by the association against its members in order to carry out its stated purposes.

(2) "Association" means the credit union share guaranty association created in RCW 31.12A.020.

(3) "Board" means board of directors of the guaranty association.

(4) "Contracted guarantees" means those liabilities specifically agreed to by the association for providing assistance to member credit unions or for indemnifying any other entity against loss because of its participation in the absorption or liquidation of a distressed member credit union.

(5) "Credit union" means a credit union organized and authorized under laws contained in chapter 31.12 RCW((~~, as now or hereafter amended~~)).

(6) "Initial member" means a member qualified by the supervisor within sixty days after September 1, 1975, but not yet ratified by the board.

(7) "Member" means a member of the guaranty association, ratified by the board.

(8) "Share account" of a credit union shareholder includes the share and/or deposit accounts and the share and/or deposit certificates of which the shareholder is owner of record with the credit union.

(9) "Shareholder" includes both members and nonmembers of a credit union, who have either shares and/or deposits in the credit union, including deposits of deferred compensation as referred to in RCW 31.12.125(10).

(10) "Supervisor" means the state supervisor of the division of ((~~savings and loan associations~~)) credit unions, or his or her successor in the event of a departmental restructuring.

(11) "Transfer" means entering on the credit union's books of account a decrease to one account and a corresponding increase to another account.

Sec. 18. RCW 31.24.020 and 1974 ex.s. c 16 s 1 are each amended to read as follows:

Fifteen or more persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this chapter, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by filing ((~~in the office of the secretary of state~~)) with the department of financial institutions, securities, and corporate affairs, as hereinafter provided, articles of incorporation. The articles of incorporation shall contain:

(1) The name of the corporation, which shall include the words "Development Corporation of Washington."

(2) The location of the principal office of the corporation, but such corporation may have offices in such other places within the state as may be fixed by the board of directors.

(3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop, and advance the business prosperity and economic welfare of Washington and its citizens; to encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state and to rehabilitate and assist existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of citizens of this state; similarly, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state; and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.

(4) The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the articles of incorporation or the bylaws, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.

(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders, or any class of the stockholders, including, but not limited to a list of the officers, and provisions governing the issuance of stock certificates to replace lost or destroyed certificates.

(6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of capital with which it will commence business and, if there is more than one class of stock, a description of the different classes; the names and post office addresses of the subscribers of stock and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of capital with which the corporation shall commence business which shall not be less than fifty thousand dollars. The articles of incorporation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.

(7) The articles of incorporation shall be in writing, subscribed by not less than five natural persons competent to contract and acknowledged by each of the subscribers before an officer authorized to take acknowledgments and filed ((~~in the office of the secretary of state~~)) with the department of financial institutions, securities, and corporate affairs for approval. A duplicate copy so subscribed and acknowledged may also be filed.

(8) The articles of incorporation shall recite that the corporation is organized under the provisions of this chapter.

The ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs shall not approve articles of incorporation for a corporation organized under this chapter until a total of at least ten national banks, state banks, savings banks, industrial savings banks, federal savings and loan associations, domestic building and loan associations, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of said corporation; and said written agreement shall be filed with the ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs with the articles of incorporation and the filing of same shall be a condition precedent to the approval of the articles of incorporation by the ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs. Whenever the articles of incorporation ((~~shall~~)) have been filed ((~~in the office of the secretary of state~~)) with and approved by ((~~him~~)) the department of financial institutions, securities, and corporate affairs and all taxes, fees, and charges, have been paid((,)) as required by law, the subscribers, their successors, and assigns shall constitute a corporation, and said corporation shall then be authorized to commence business, and stock thereof to the extent herein or hereafter duly authorized may from time to time be issued.

Sec. 19. RCW 31.24.080 and 1963 c 162 s 8 are each amended to read as follows:

The articles of incorporation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and such amendments shall require approval by the affirmative vote of two‑thirds of the votes to which the stockholders shall be entitled and two-thirds of the votes to which the members shall be entitled: PROVIDED, That no amendment of the articles of incorporation which is inconsistent with the general purposes expressed herein or which authorizes any additional class of capital stock to be issued, or which eliminates or curtails the right of the state supervisor of banking to examine the corporation or the obligation of the corporation to make reports as provided in RCW 31.24.120, shall be made: PROVIDED, FURTHER, That no amendment of the articles of incorporation which increases the obligation of a member to make loans to the corporation, or makes any charge in the principal amount, interest rate, maturity date, or in the security or credit position of an outstanding loan of a member to the corporation, or affects a member's right to withdraw from membership as provided herein, or affects a member's voting rights as provided herein, shall be made without the consent of each membership affected by such amendment.

Within thirty days after any meeting at which an amendment of the articles of incorporation has been adopted, articles of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth such amendment and due adoption thereof, shall be submitted to the ((~~secretary of state, who~~)) department of financial institutions, securities, and corporate affairs, which shall examine them and if ((he)) it finds that they conform to the requirements of this chapter, shall so certify and endorse ((~~his~~)) its approval thereon. Thereupon, the articles of amendment shall be filed ((~~in the office of the secretary of state~~)) with the department of financial institutions, securities, and corporate affairs, and no such amendment shall take effect until such articles of amendment shall have been filed as aforesaid.

Sec. 20. RCW 31.24.120 and 1963 c 162 s 12 are each amended to read as follows:

The corporation shall be examined at least once annually by the state supervisor of banking and shall make reports of its condition not less than annually to ((~~said~~)) the state supervisor of banking and more frequently upon call of the state supervisor of banking, who in turn shall make copies of such reports available to the state insurance commissioner and the governor; and the corporation shall also furnish such other information as may from time to time be required by the ((~~state supervisor of banking and secretary of state~~)) department of financial institutions, securities, and corporate affairs. The corporation shall pay the actual cost of said examinations. The state supervisor of banking shall exercise the same power and authority over corporations organized under this chapter as is now exercised over banks and trust companies by the provisions of the Title 30 RCW, where the provisions of Title 30 RCW are not in conflict with this chapter.

Sec. 21. RCW 31.30.010 and 1986 c 284 s 1 are each amended to read as follows:

The director of ((~~general administration~~)) financial institutions, securities, and corporate affairs, by rule, shall provide for the establishment, incorporation, operation, and regulation of a borrower-owned corporate entity to be known as the Washington land bank. The Washington land bank shall be patterned after the federal land banks organized under the Farm Credit Act of 1971, as amended, within state constitutional limits. The Washington land bank shall be organized by eligible borrowers and shall be designed to accomplish the objective of furnishing sound, adequate, and constructive long-term credit to farmer and rancher borrowers in the state of Washington. For purposes of this chapter, "farmer and rancher" includes producers of privately cultured aquatic products.

Sec. 22. RCW 31.30.150 and 1987 c 420 s 5 are each amended to read as follows:

(1) The Washington land bank shall be examined by the department of ((~~general administration~~)) financial institutions, securities, and corporate affairs, division of banking, at such times as the supervisor may determine, but in no event less than once each year. Such examinations shall include, but are not limited to, an analysis of credit and collateral quality and capitalization of the institution, and an appraisal of the effectiveness of the institution's management and application of policies for the carrying out ((~~[of]~~)) of the requirements of chapter 31.30 RCW, and servicing all eligible borrowers. At the direction of the supervisor, the division of banking shall examine the condition of any organization with which the Washington land bank contemplates making a loan or discounting paper. For the purposes of this chapter, bank analysts shall be subject to the same requirements, responsibilities, and penalties as are applicable to examiners under Title 30 RCW, the Federal Reserve Act, and Federal Deposit Insurance Act, and other provisions of law and shall have the same powers and privileges as are vested in such examiners by law.

(2) The Washington land bank shall make and publish an annual report of condition. Each such report shall contain financial statements prepared in accordance with generally accepted accounting principles and contain such additional information as may be required by the board of directors. Such financial statements shall be audited by an independent certified public accountant.

Sec. 23. RCW 33.04.010 and 1982 c 3 s 3 are each amended to read as follows:

Whenever, in this title or any prior acts relating to savings and loan associations, the term "Supervisor" or "Supervisor of ((~~Savings and Loans~~)) Credit Unions" appears, it is understood that the director of ((~~the department of general administration~~)) financial institutions, securities, and corporate affairs may act for and in lieu of the supervisor of ((~~savings and loans~~)) credit unions, if there is no supervisor of ((~~savings and loan associations~~)) credit unions duly qualified to act.

Sec. 24. RCW 33.04.110 and 1982 c 3 s 6 are each amended to read as follows:

(1) Except as otherwise provided in this section, all examination reports and all information obtained by the supervisor and the supervisor's staff in conducting examinations of associations are confidential and privileged information and shall not be made public or otherwise disclosed to any person, firm, corporation, agency, association, governmental body, or other entity.

(2) Subsection (1) of this section notwithstanding, the supervisor may furnish in whole or in part examination reports prepared by the supervisor's office to federal agencies empowered to examine state associations, to savings and loan supervisory agencies of other states which have authority to examine associations doing business in this state, to the attorney general in his role as legal advisor to the supervisor, to the examined association as provided in subsection (4) of this section, and to officials empowered to investigate criminal charges. If the supervisor furnishes any examination report to officials empowered to investigate criminal charges, the supervisor may only furnish that part of the report which is necessary and pertinent to the investigation, and the supervisor may do this only after notifying the affected savings and loan association and any customer of the savings and loan association who is named in that part of the report of the order to furnish the part of the examination report unless the officials requesting the report first obtain a waiver of the notice requirement from a court of competent jurisdiction for good cause. The supervisor may also furnish, in whole or in part, examination reports concerning any association in danger of insolvency to the directors or officers of a potential acquiring party when, in the supervisor's opinion, it is necessary to do so in order to protect the interests of members, depositors, or borrowers of the examined association.

(3) All examination reports furnished under subsection (2) of this section shall remain the property of the division of ((~~savings and loan associations~~)) credit unions and, except as provided in subsection (4) of this section, no person, agency, or authority to whom reports are furnished or any officer, director, or employee thereof shall disclose or make public any of the reports or any information contained therein except in published statistical material that does not disclose the affairs of any individual or corporation: PROVIDED, That nothing herein shall prevent the use in a criminal prosecution of reports furnished under subsection (2) of this section.

(4) The examination report made by the division of ((~~savings and loan associations~~)) credit unions is designed for use in the supervision of the association, and the supervisor may furnish a copy of the report to the savings and loan association examined. The report shall remain the property of the supervisor and will be furnished to the association solely for its confidential use. Neither the association nor any of its directors, officers, or employees may disclose or make public in any manner the report or any portion thereof without permission of the board of directors of the examined association. The permission shall be entered in the minutes of the board.

(5) Examination reports and information obtained by the supervisor and the supervisor's staff in conducting examinations shall not be subject to public disclosure under chapter 42.17 RCW.

(6) In any civil action in which the reports are sought to be discovered or used as evidence, any party may, upon notice to the supervisor, petition the court for an in camera review of the report. The court may permit discovery and introduction of only those portions of the report which are relevant and otherwise unobtainable by the requesting party. This subsection shall not apply to an action brought or defended by the supervisor.

(7) This section shall not apply to investigation reports prepared by the supervisor and the supervisor's staff concerning an application for a new association or an application for a branch of an association. The supervisor may adopt rules making confidential portions of such reports if in the supervisor's opinion the public disclosure of the portions of the report would impair the ability to obtain the information which the supervisor considers necessary to fully evaluate the application.

(8) Every person who intentionally violates any provision of this section is guilty of a gross misdemeanor.

Sec. 25. RCW 33.46.020 and 1982 c 3 s 81 are each amended to read as follows:

Any bank may be converted into an association in the following manner:

(1) The trustees or directors of the bank shall pass, by at least a two-thirds favorable vote of all trustees or directors, a resolution declaring its intention to convert the bank into an association, specifying in such resolution the type of association and whether the association is to be organized under the laws of this state, or is to be organized under the laws of the United States of America. If the association is to be a state association the bank shall apply to the supervisor of ((~~savings and loan associations~~)) credit unions for authority to convert into an association. The application shall include a proposal which sets forth the method by and extent to which membership or stockholder interests, as the case may be, in the bank are to be converted into membership or shareholder interest, as the case may be, in the association, and the proposal shall allow for any member or stockholder to withdraw the value of his interest at any time within sixty days of the completion of the conversion. The proposal is subject to the approval of the supervisor of ((~~savings and loans~~)) credit unions and shall conform to all applicable regulations of the federal deposit insurance corporation, the federal home loan bank board, the federal savings and loan insurance corporation, or other federal regulatory agency.

(2) A duplicate of the application made to the supervisor of ((~~savings and loan associations~~)) credit unions, or such application as may be filed with the federal home loan bank board or other federal agency, shall be filed with the supervisor of banking.

(3) The supervisor of ((~~savings and loan associations~~)) credit unions shall, in the case of an application to convert into a state association, make the same investigation and determine the same questions as he would be required by law to make in determining the case of submission to him of articles of incorporation of a proposed new state association, and shall also determine, after conference with the supervisor of banking, whether the proposed conversion would serve the needs and conveniences of the depositors of the bank.

(4) The supervisor of ((~~savings and loan associations~~)) credit unions shall grant or deny the application within sixty days of its date of filing and shall immediately notify the secretary of the bank of the decision.

Sec. 26. RCW 33.46.030 and 1982 c 3 s 82 are each amended to read as follows:

If the application to become a domestic mutual association is granted, the supervisor of ((~~savings and loan associations~~)) credit unions shall require the applicant to enter into an agreement or undertaking with the supervisor, as trustee for the members of the association, to make such cash contributions to an expense fund of the mutual association as in the supervisor's judgment will be necessary then and from time to time thereafter to pay the operating expenses of the association if its earnings should not be sufficient to pay the same in addition to the payment of such dividends as may be declared and credited to members from its earnings.

Sec. 27. RCW 33.46.040 and 1982 c 3 s 83 are each amended to read as follows:

If the application is denied by the supervisor of ((~~savings and loan associations~~)) credit unions, the bank, acting by a two-thirds majority of its trustees or directors, may, within thirty days after receiving notice of such denial, appeal to the superior court of Thurston county pursuant to the provisions of the Administrative Procedure Act, chapter 34.05 RCW.

Sec. 28. RCW 33.46.050 and 1982 c 3 s 84 are each amended to read as follows:

If the application is granted by the supervisor of ((~~savings and loan associations~~)) credit unions, or by the court, the trustees or directors of the bank shall, within thirty days thereafter, subscribe, acknowledge, and file with the supervisor of ((~~savings and loan associations, in triplicate~~)) credit unions, in duplicate, a certificate of reincorporation stating:

(1) The name by which the association is to be known;

(2) The place where the association is to be located and its business transacted, naming the city or town and the county, which city or town shall be the same as that where the principal place of business of the bank has theretofore been located;

(3) The name, occupation, residence, and post office address of each signer of the certificate;

(4) The amount of the assets of the association, the amount of its liabilities, and the amount of its contingent, expense, or guaranty fund, as applicable, as of the first day of the calendar month during which the certificate is filed; and

(5) A declaration that each signer will accept the responsibilities and faithfully discharge the duties of a director of the association, and is free from all the disqualifications specified in the laws applicable to savings and loan associations.

Sec. 29. RCW 33.46.060 and 1982 c 3 s 85 are each amended to read as follows:

Upon filing the certificate in ((~~triplicate~~)) duplicate as provided in RCW 33.46.050, the supervisor of ((~~savings and loan associations~~)) credit unions shall, within thirty days thereafter, if satisfied that all the provisions of this chapter have been complied with, issue in ((~~triplicate~~)) duplicate an authorization certificate stating that the association has complied with all of the requirements of law, and that it has authority to transact, at the place or places designated in its certificate, the business of an association. The supervisor of ((~~savings and loan associations~~)) credit unions shall retain one set of the ((~~triplicate~~)) duplicate originals of the certificate of reincorporation and of the certificate of authorization and shall transmit the other ((~~two sets~~)) set to the association((~~, which shall retain one set, and file one set with the secretary of state, paying the required fees~~)). Upon such ((~~filings~~)) transmittal being made, the conversion of the bank to the association shall be deemed complete and consummated, and the association shall thereupon be a corporation having the powers and being subject to the duties and obligations prescribed by the laws of this state applicable to state associations, and the time of existence of such association shall be perpetual, unless sooner terminated.

Sec. 30. RCW 33.46.080 and 1982 c 3 s 87 are each amended to read as follows:

All mortgages, notes, and other securities of any bank that has been converted into an association shall, on request of the association, be delivered to it by the supervisor of banking or, under the direction of the supervisor of banking, by any depository having possession thereof. If the association is a state association it shall, as soon as practicable and within such time and by such methods as the supervisor of ((~~savings and loan associations~~)) credit unions may direct, cause its organization, its securities and investments, the character of its business, and its methods of transacting the same to conform to the laws applicable to state associations.

Sec. 31. RCW 33.46.130 and 1982 c 3 s 90 are each amended to read as follows:

The supervisor of ((~~savings and loan associations~~)) credit unions and the supervisor of banking shall adopt such rules under the Administrative Procedure Act, chapter 34.05 RCW, as are necessary to implement this chapter in a manner which protects the relative interests of members, depositors, borrowers, stockholders, and creditors.

Sec. 32. RCW 43.17.010 and 1989 1st ex.s. c 9 s 810 are each amended to read as follows:

There shall be departments of the state government which shall be known as (1) the department of social and health services, (2) the department of ecology, (3) the department of labor and industries, (4) the department of agriculture, (5) the department of fisheries, (6) the department of wildlife, (7) the department of transportation, (8) the department of licensing, (9) the department of general administration, (10) the department of trade and economic development, (11) the department of veterans affairs, (12) the department of revenue, (13) the department of retirement systems, (14) the department of corrections, (15) the department of community development, ((~~and~~)) (16) the department of health, and (17) the department of financial institutions, securities, and corporate affairs, which shall be charged with the execution, enforcement, and administration of such laws, and invested with such powers and required to perform such duties, as the legislature may provide.

Sec. 33. RCW 43.17.020 and 1989 1st ex.s. c 9 s 811 are each amended to read as follows:

There shall be a chief executive officer of each department to be known as: (1) The secretary of social and health services, (2) the director of ecology, (3) the director of labor and industries, (4) the director of agriculture, (5) the director of fisheries, (6) the director of wildlife, (7) the secretary of transportation, (8) the director of licensing, (9) the director of general administration, (10) the director of trade and economic development, (11) the director of veterans affairs, (12) the director of revenue, (13) the director of retirement systems, (14) the secretary of corrections, (15) the director of community development, ((~~and~~)) (16) the secretary of health, and (17) the director of financial institutions, securities, and corporate affairs.

Such officers, except the secretary of transportation, shall be appointed by the governor, with the consent of the senate, and hold office at the pleasure of the governor. The director of wildlife, however, shall be appointed according to the provisions of RCW 77.04.080. If a vacancy occurs while the senate is not in session, the governor shall make a temporary appointment until the next meeting of the senate. A temporary director of wildlife shall not serve more than one year. The secretary of transportation shall be appointed by the transportation commission as prescribed by RCW 47.01.041.

Sec. 34. RCW 43.19.010 and 1988 c 25 s 10 are each amended to read as follows:

The department of general administration shall be organized into divisions, which shall include (1) ((~~the division of banking, (2) the division of savings and loan associations, (3)~~)) the division of capitol buildings, ((~~(4)~~)) (2) the division of purchasing, ((~~(5)~~)) (3) the division of engineering and architecture, and ((~~(6)~~)) (4) the division of motor vehicle transportation service.

The director of general administration shall have charge and general supervision of the department. He may appoint and deputize such clerical and other assistants as may be necessary for the general administration of the department. The director of general administration shall receive a salary in an amount fixed by the governor.

Sec. 35. RCW 43.19.015 and 1984 c 29 s 2 are each amended to read as follows:

The director of general administration shall have the power and duties of the director of public institutions contained in ((~~the following chapters of RCW: Chapter 33.04 RCW concerning savings and loan associations; and~~)) chapter 39.32 RCW concerning purchase of federal property.

Sec. 36. RCW 43.19.020 and 1977 ex.s. c 185 s 1 are each amended to read as follows:

The director of ((~~general administration~~)) financial institutions, securities, and corporate affairs shall appoint and deputize an assistant director to be known as the supervisor of banking, who shall have charge and supervision of the division of banking. With the approval of the director, ((he)) the supervisor may appoint and employ ((~~bank~~)) examiners and such other assistants and personnel as may be necessary to carry on the work of the division.

No person ((~~shall be~~)) is eligible for appointment as supervisor of banking unless he or she is, and for the last two years ((~~prior to his~~)) before appointment has been, a citizen of the United States and a resident of this state; nor if he or she is interested in any bank or trust company as director, officer, or stockholder.

In the event of the supervisor's absence the director of ((~~general administration shall have the power to~~)) financial institutions, securities, and corporate affairs may deputize one of the assistants of the supervisor to exercise all the powers and perform all the duties prescribed by law with respect to banks and trust companies, ((~~mutual~~)) check cashers and sellers, consumer loan companies, savings banks, loan agencies, and other similar institutions that are performed by the supervisor so long as the supervisor is absent: PROVIDED, That such deputized supervisor shall not have the power to approve or disapprove new charters, licenses, branches, and satellite facilities, unless such action has received the prior written approval of the supervisor. Any person so deputized shall possess the same qualifications as those set out in this section for the supervisor.

Sec. 37. RCW 43.19.040 and 1965 c 8 s 43.19.040 are each amended to read as follows:

The director of ((~~general administration~~)) financial institutions, securities, and corporate affairs, through the division of banking, shall exercise all the powers and perform all the duties prescribed by law with respect to banks and trust companies, mutual savings banks, loan agencies, and other similar institutions.

Sec. 38. RCW 43.19.050 and 1965 c 8 s 43.19.050 are each amended to read as follows:

The supervisor of banking shall maintain an office at the state capitol, but may with the consent of the governor also maintain an office at some other convenient banking center in this state. ((He)) The supervisor shall keep books of record of all moneys received or disbursed ((~~by him. He~~)) and shall adopt an official seal.

Sec. 39. RCW 43.19.080 and 1965 c 8 s 43.19.080 are each amended to read as follows:

It ((~~shall be~~)) is unlawful for the supervisor or any deputy or employee of ((~~his~~)) the division to borrow money from any bank ((or)), consumer loan company, foreign bank branch, savings bank, trust company or department, or similar lending institution under his or her jurisdiction. Every person who violates this section shall forfeit his or her office or employment and ((be)) is guilty of a gross misdemeanor.

Sec. 40. RCW 43.19.090 and 1977 c 75 s 43 are each amended to read as follows:

The supervisor shall file in his or her office all reports required to be made to him or her, prepare and furnish to banks, check cashers and sellers, consumer loan companies, foreign bank branches, savings banks, and trust companies and departments blank forms for such reports as are required of them, and each year make a report to the governor showing:

(1) A summary of the conditions of the banks, check cashers and sellers, consumer loan companies, foreign bank branches, savings banks, and trust companies and departments at the date of their last report; and

(2) A list of those organized or closed during the year.

((He)) The supervisor may publish such other statements, reports, and pamphlets as he or she deems advisable.

Sec. 41. RCW 43.19.095 and 1981 c 241 s 1 are each amended to read as follows:

There is created a local fund known as the "banking examination fund" which shall consist of all moneys received by the division of banking and which shall be used for the purchase of supplies and necessary equipment and the payment of salaries, wages, utilities, and other incidental costs required for the proper maintenance of the division. The state treasurer shall be the custodian of the fund. Disbursements from the fund shall be on authorization of the director of ((~~general administration~~)) financial institutions, securities, and corporate affairs or the supervisor of banking or the director's or supervisor's designee. In order to maintain an effective expenditure and revenue control, the fund shall be subject in all respects to chapter 43.88 RCW, but no appropriation is required to permit expenditures and payment of obligations from the fund.

Sec. 42. RCW 43.19.100 and 1982 c 3 s 113 are each amended to read as follows:

The director of ((~~general administration~~)) financial institutions, securities, and corporate affairs shall appoint and deputize an assistant director to be known as the supervisor of ((~~savings and loan associations~~)) credit unions, who shall have charge and supervision of the division of ((~~savings and loan associations~~)) credit unions.

With the approval of the director, he or she may appoint and employ such assistants and personnel as may be necessary to carry on the work of the division.

No person ((~~shall be~~)) is eligible for appointment as supervisor of ((~~savings and loan associations~~)) credit unions unless he or she is, and, for at least two years prior to appointment has been, a citizen of the United States and a resident of this state. If the appointee is, at the time of appointment, a director, officer, or stockholder of an association or credit union, the appointee shall resign as such director or officer, or dispose of the stock prior to assuming office as supervisor.

In the event of the supervisor's absence the director of ((~~general administration shall have the power to~~)) financial institutions, securities, and corporate affairs may deputize one of the assistants of the supervisor to perform day to day functions that are performed by the supervisor so long as the supervisor is absent: PROVIDED, That such deputized supervisor shall not have the power to approve or disapprove new charters, branches, or satellite facilities. Any person so deputized shall possess the same qualifications as those set out in this section for the supervisor.

Sec. 43. RCW 43.19.110 and 1965 c 8 s 43.19.110 are each amended to read as follows:

The director of ((~~general administration~~)) financial institutions, securities, and corporate affairs, through the division of ((~~savings and loan associations~~)) credit unions, shall exercise all the powers and perform all the duties prescribed by law with respect to savings and loan associations, credit unions, and other similar institutions.

Sec. 44. RCW 43.19.112 and 1981 c 241 s 2 are each amended to read as follows:

There is created a local fund known as the "savings and loan associations and credit unions examination fund" which shall consist of all moneys received by the division of ((~~savings and loan associations~~)) credit unions and which shall be used for the purchase of supplies and necessary equipment and the payment of salaries, wages, utilities, and other incidental costs required for the proper maintenance of the division. The state treasurer shall be the custodian of the fund. Disbursements from the fund shall be on authorization of the director of ((~~general administration~~)) financial institutions, securities, and corporate affairs or the supervisor of ((~~savings and loan associations~~)) credit unions or the director's or supervisor's designee. In order to maintain an effective expenditure and revenue control, the fund shall be subject in all respects to chapter 43.88 RCW, but no appropriation is required to permit expenditures and payment of obligations from the fund.

Sec. 45. RCW 43.24.020 and 1989 1st ex.s. c 9 s 314 are each amended to read as follows:

The director of licensing shall administer all laws with respect to the examination of applicants for, and the issuance of, licenses to persons to engage in any business, profession, trade, occupation, or activity except for health professions.

((~~This shall include the administration of all laws pertaining to the regulation of securities and speculative investments.~~))

Sec. 46. RCW 43.24.024 and 1979 c 158 s 96 are each amended to read as follows:

The director of licensing may delegate to the assistant director of the business and professions administration in the department of licensing authority to ((~~promulgate~~)) adopt rules ((~~and regulations~~)) relating to the licensing of persons engaged in businesses and professions ((~~and to the administration of laws pertaining to the regulation of securities~~)). The director may delegate the authority to issue and sign licenses, certificates, permits, and renewals thereof pertaining to those activities transferred to the business and professions administration in the department of licensing pursuant to RCW 46.01.050.

Sec. 47. RCW 46.01.011 and 1979 c 158 s 113 are each amended to read as follows:

The legislature finds that the department of licensing administers laws relating to the licensing and regulation of professions, businesses, ((~~securities,~~)) gambling, and other activities in addition to administering laws relating to the licensing and regulation of vehicles and vehicle operators, dealers, and manufacturers. The laws administered by the department have the common denominator of licensing and regulation and are directed toward protecting and enhancing the well-being of the residents of the state.

Sec. 48. RCW 46.01.050 and 1979 c 158 s 116 are each amended to read as follows:

All powers, functions, and duties vested by law in the division of professional licensing in the department of licensing on August 9, 1969, other than those enumerated in RCW 46.01.040, shall be transferred to the business and professions administration hereby created consisting of the divisions of ((~~securities,~~)) real estate((,)) and professional licensing((,)) within the department of licensing.

Sec. 49. RCW 43.07.030 and 1982 c 35 s 186 are each amended to read as follows:

The secretary of state shall:

(1) Keep a register of and attest the official acts of the governor;

(2) Affix the state seal, with ((~~his~~)) the secretary's attestation, to commissions, pardons, and other public instruments to which the signature of the governor is required, and also attestations and authentications of certificates and other documents properly issued by the secretary;

(3) Record all ((~~articles of incorporation,~~)) deeds((,)) or other papers filed in the secretary of state's office;

(4) Receive and file all the official bonds of officers required to be filed with the secretary of state;

(5) Take and file in the secretary of state's office receipts for all books distributed by ((~~him~~)) the secretary;

(6) Certify to the legislature the election returns for all officers required by the Constitution to be so certified, and certify to the governor the names of all other persons who have received at any election the highest number of votes for any office the incumbent of which is to be commissioned by the governor;

(7) Furnish, on demand, to any person paying the fees therefor, a certified copy of all or any part of any law, record, or other instrument filed, deposited, or recorded in the secretary of state's office;

(8) Present to the speaker of the house of representatives, at the beginning of each regular session of the legislature during an odd-numbered year, a full account of all purchases made and expenses incurred by the secretary of state on account of the state;

(9) File in ((~~his~~)) the secretary's office an impression of each and every seal in use by any state officer;

((~~[(10)]~~)) (10) Keep a record of all fees charged or received by the secretary of state.

Sec. 50. RCW 43.07.120 and 1991 c 72 s 53 are each amended to read as follows:

(1) The secretary of state shall collect the fees herein prescribed for the secretary of state's official services:

(a) For a copy of any law, resolution, record, or other document or paper on file in the secretary's office for which no other fee is provided, fifty cents per page for the first ten pages and twenty-five cents per page for each additional page;

(b) For any certificate under seal, five dollars;

~~(d)~~)) For each deed or patent of land issued by the governor, if for one hundred and sixty acres of land, or less, one dollar, and for each additional one hundred and sixty acres, or fraction thereof, one dollar;

((~~(e)~~)) (d) For recording miscellaneous records, papers, or other documents, five dollars for filing each case.

(2) The secretary of state may adopt rules under chapter 34.05 RCW establishing reasonable fees for ((~~the following services rendered under Title 23B RCW, chapter 18.100, 23.86, 23.90, 24.03, 24.06, 24.12, 24.20, 24.24, 24.28, 24.36, or 25.10 RCW~~)):

(a) Any service rendered in-person at the secretary of state's office;

(b) Any expedited service;

(d) The providing of information by microfiche or other reduced-format compilation;

(e) The handling of checks or drafts for which sufficient funds are not on deposit;

(f) The resubmission of documents previously submitted to the secretary of state where the documents have been returned to the submittor to make such documents conform to the requirements of the applicable statute;

(g) The handling of telephone requests for information; and

(h) Special search charges.

(3) To facilitate the collection of fees, the secretary of state may establish accounts for deposits by persons who may frequently be assessed such fees to pay the fees as they are assessed. The secretary of state may make whatever arrangements with those persons as may be necessary to carry out this section.

(4) No member of the legislature, state officer, justice of the supreme court, judge of the court of appeals, or judge of the superior court shall be charged for any search relative to matters pertaining to the duties of his or her office; nor may such official be charged for a certified copy of any law or resolution passed by the legislature relative to his or her official duties, if such law has not been published as a state law.

Sec. 51. RCW 43.07.130 and 1991 c 72 s 54 are each amended to read as follows:

There is created within the state treasury a revolving fund, to be known as the "secretary of state's revolving fund," which shall be used by the office of the secretary of state to defray the costs of printing, reprinting, or distributing printed matter authorized by law to be issued by the office of the secretary of state, and any other cost of carrying out the functions of the secretary of state ((~~under Title 23B RCW, or chapters 18.100, 23.86, 23.90, 24.03, 24.06, 24.12, 24.20, 24.24, 24.28, 24.36, or 25.10 RCW~~)).

The secretary of state is hereby authorized to charge a fee for such publications in an amount which will compensate for the costs of printing, reprinting, and distributing such printed matter. Fees recovered by the secretary of state under RCW 43.07.120(2)((~~, 23B.01.220(1)(e), (3), and (4), 23B.18.050, 24.03.410, 24.06.455,~~)) or 46.64.040, and such other moneys as are expressly designated for deposit in the secretary of state's revolving fund shall be placed in the secretary of state's revolving fund.

Sec. 52. RCW 43.07.140 and 1991 c 72 s 55 are each amended to read as follows:

The secretary of state is hereby specifically authorized to print, reprint, and distribute the following materials:

(1) ((~~Lists of active corporations;~~

~~(2) The provisions of Title 23 RCW;~~

~~(3) The provisions of Title 23B RCW;~~

~~(4) The provisions of Title 24 RCW;~~

~~(5) The provisions of chapter 25.10 RCW;~~

~~(6)~~)) The provisions of Title 29 RCW;

((~~(7) The provisions of chapter 18.100 RCW;~~

~~(8) The provisions of chapter 19.77 RCW;~~

~~(9)~~)) (2) The provisions of chapter 43.07 RCW;

((~~(10)~~)) (3) The provisions of the Washington state Constitution;

((~~(11)~~)) (4) The provisions of chapters 40.14, 40.16, and 40.20 RCW, and any statutes, rules, schedules, indexes, guides, descriptions, or other materials related to the public records of state or local government or to the state archives; and

((~~(12)~~)) (5) Rules and informational publications related to the statutory provisions set forth above.

Sec. 53. RCW 43.07.170 and 1982 c 35 s 191 are each amended to read as follows:

If the ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs determines that the public interest and the purpose of the corporation filing statutes administered by the ((~~secretary of state~~)) department would be best served by a filing system utilizing microfilm, microfiche, or methods of reduced-format document recording, the ((~~secretary of state~~)) department may, by rule adopted under chapter 34.05 RCW, establish such a filing system. In connection therewith, the ((~~secretary of state~~)) department may eliminate any requirement for a duplicate original filing copy, and may establish reasonable requirements concerning paper size, print legibility, and quality for photo-reproduction processes as may be necessary to ensure utility and readability of any reduced-format filing system.

Sec. 54. RCW 43.07.180 and 1982 c 35 s 192 are each amended to read as follows:

The ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs may, by rule adopted under chapter 34.05 RCW, adopt and implement a system of renewals for annual corporate licenses or filings in which the renewal dates are staggered throughout the year.

To facilitate the implementation of the staggered system, the ((~~secretary of state~~)) department may extend the duration of corporate licensing periods or report filing periods and may impose and collect such additional proportional fees as may be required on account of the extended periods.

Sec. 55. RCW 43.07.190 and 1991 c 72 s 56 are each amended to read as follows:

Where the ((~~secretary of state~~)) department of financial institutions, securities, and corporate affairs determines that a summary face sheet or cover sheet would expedite review of any documents made under Title 23B RCW, or chapter 18.100, 23.86, 23.90, 24.03, 24.06, 24.12, 24.20, 24.24, 24.36, or 25.10 RCW, the ((~~secretary of state~~)) department may require the use of a summary face sheet or cover sheet that accurately reflects the contents of the attached document. The ((~~secretary of state~~)) department may, by rule adopted under chapter 34.05 RCW, specify the required contents of any summary face sheet and the type of document or documents in which the summary face sheet will be required, in addition to any other filing requirements which may be applicable.

Sec. 56. RCW 43.07.210 and 1984 c 75 s 25 are each amended to read as follows:

Any person who files a false statement, which he or she knows to be false, in the articles of incorporation or in any other materials required to be filed with the ((~~secretary of state shall be~~)) department of financial institutions, securities, and corporate affairs is guilty of a gross misdemeanor punishable under chapter 9A.20 RCW.

NEW SECTION. Sec. 57. RCW 43.07.170, 43.07.180, 43.19.190, 43.07.200, 43.07.210, 43.19.020, 43.19.030, 43.19.040, 43.19.050, 43.19.080, 43.19.090, 43.19.095, 43.19.100, 43.19.110, and 43.19.112 are each recodified as sections in chapter 43.-- RCW (sections 1 through 3 of this act).

NEW SECTION. Sec. 58. Sections 1 through 3 of this act shall constitute a new chapter in Title 43 RCW.

NEW SECTION. Sec. 59. This act shall take effect September 1, 1993.