BILL REQ. #:  Z-0037.3 

Read first time 01/23/13.   Referred to Committee on Financial Institutions, Housing & Insurance.

     AN ACT Relating to banks, trust companies, savings banks, and savings associations, and making technical amendments to the laws governing the department of financial institutions; amending RCW 30.04.010, 30.04.070, 30.04.111, 30.04.215, 30.04.217, 30.04.240, 30.04.260, 30.04.280, 30.08.140, 30.08.140, 30.08.155, 30.38.010, 30.38.015, 30.46.020, 30.46.030, 30.46.040, 30.46.050, 30.46.060, 30.46.070, 30.46.080, 30.46.090, 32.04.030, 32.08.140, 32.08.140, 32.08.142, 32.08.153, 32.50.030, 33.12.012, 33.24.010, and 33.32.060; amending 2011 c 303 s 9 (uncodified); adding a new section to chapter 32.04 RCW; repealing RCW 30.08.095, 32.08.146, 32.08.155, and 32.08.1551; providing an effective date; providing a contingent effective date; providing a contingent expiration date; and declaring an emergency.

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

Sec. 1   RCW 30.04.010 and 2010 c 88 s 3 are each amended to read as follows:
     Unless the context clearly requires otherwise, the definitions in this section apply throughout this title.
     (1) "Adequately capitalized," "critically undercapitalized," "significantly undercapitalized," "undercapitalized," and "well-capitalized," respectively, have meanings consistent with the definitions these same terms have under the prompt corrective action provisions of the federal deposit insurance act, 12 U.S.C. Sec. 1831o, and applicable enabling rules of the federal deposit insurance corporation.
     (2) "Bank," unless a different meaning appears from the context, means any corporation organized under the laws of this state engaged in banking, other than a trust company, savings association, or a mutual savings bank.
     (3) "Bank holding company" means a bank holding company under authority of the federal bank holding company act.
     (4) "Banking" includes the soliciting, receiving or accepting of money or its equivalent on deposit as a regular business.
     (5) "Branch" means any established office of deposit, domestic or otherwise, maintained by any bank or trust company other than its head office. "Branch" does not mean a machine permitting customers to leave funds in storage or communicate with bank employees who are not located at the site of the machine, unless employees of the bank at the site of the machine take deposits on a regular basis. An office or facility of an entity other than the bank shall not be deemed to be established by the bank, regardless of any affiliation, accommodation arrangement, or other relationship between the other entity and the bank.
     (6) "Department" means the Washington state department of financial institutions.
     (7) "Director" means the director of the department.
     (8) "Financial holding company" means a financial services holding company under authority of the federal bank holding company act.
     (9) "Foreign bank" and "foreign banker" includes:
     (a) Every corporation not organized under the laws of the territory or state of Washington doing a banking business, except a national bank;
     (b) Every unincorporated company, partnership or association of two or more individuals organized under the laws of another state or country, doing a banking business;
     (c) Every other unincorporated company, partnership or association of two or more individuals, doing a banking business, if the members thereof owning a majority interest therein or entitled to more than one-half of the net assets thereof are not residents of this state; or
     (d) Every nonresident of this state doing a banking business in his or her own name and right only.
     (10) "Holding company" means a bank holding company or financial holding company of a bank organized under chapter 30.08 RCW or converted to a state bank under chapter 30.49 RCW, or a holding company of a trust company authorized to do business under this title.
     (11) "Law firm" means a partnership, professional limited liability corporation, professional limited liability partnership, or similar entity whose partners, members, or shareholders are exclusively attorneys-at-law.
     (12) "Person" ((includes a)) means an individual or an entity including, but not limited to, a sole proprietorship, firm, association, general partnership or joint venture, limited liability company, limited liability partnership, trust, or corporation, or the plural thereof, whether resident, nonresident, citizen, or not.
     (((12))) (13) The term "trust business" shall include the business of doing any or all of the things specified in RCW 30.08.150 (2), (3), (4), (5), (6), (7), (8), (9), (10) and (11).
     (((13))) (14) "Trust company," unless a different meaning appears from the context, means any corporation or limited liability company, other than a bank, savings bank, or savings association, organized and chartered as a trust company under this title for the purpose of engaging in trust business.

Sec. 2   RCW 30.04.070 and 2010 c 88 s 8 are each amended to read as follows:
     (1) In order to cover the costs of the operation of the department's division of banks and to establish and maintain a reasonable reserve for the division of banks, the department may charge and collect the costs of examination, filing and other service fees, and semiannual charges for recoupment of nondirect expenses related to the examination of financial institutions regulated by the department, as provided for in this section.
     (2) The director shall collect from each bank, savings bank, trust company, savings association, holding company under this title ((30 RCW)), holding company under Title 32 RCW, business development company under chapter 31.24 RCW, agricultural lender under chapter 31.35 RCW, and small business lender under chapter 31.40 RCW((,)):
     (a) For each examination of its condition the estimated actual cost of such examination;
     (b) For services in relation to required filings, applications, requests for waiver, investigations, approvals, determinations, certifications, agreements, actions, directives, and orders made by or to the director.
     (3) In addition to collecting the estimated actual cost of examination and other fees authorized by subsection (2) of this section, the director may collect a semiannual charge for recoupment of nondirect expenses related to the examination of a bank or trust company under this title, a savings bank under Title 32 RCW, and a savings association under Title 33 RCW, based upon the assets of the bank, savings bank, or savings association, or assets under management of the trust company, which shall be computed upon the asset value reflected in the institution's most recent report of condition. The rate shall be the same for banks, savings banks, and savings associations, and there may be a separate rate for trust companies that shall be the same for all trust companies.
     (4) Every bank or trust company, savings bank, savings association, holding company, business development company, state agricultural lender, or state small business lender shall also pay to the secretary of state for filing any instrument the same fees as are required of general corporations for filing corresponding instruments, and also the same license fees as are required of general corporations.
     (5) The director shall establish, set, and adjust by rule the amount of all fees and charges authorized by subsections (2) and (3) of this section.

Sec. 3   RCW 30.04.111 and 2010 c 88 s 10 are each amended to read as follows:
     (1) The total loans and extensions of credit by a bank or trust company to a person outstanding at any one time shall not exceed twenty percent of the capital and surplus of such bank or trust company((. The following loans and extensions of credit shall not be subject to this limitation:
     (a) Loans or extensions of credit arising from the discount of commercial or business paper evidencing an obligation to the person negotiating it with recourse;
     (b) Loans or extensions of credit secured by bonds, notes, certificates of indebtedness, or treasury bills of the United States or by other such obligations wholly guaranteed as to principal and interest by the United States;
     (c) Loans or extensions of credit to or secured by unconditional takeout commitments or guarantees of any department, agency, bureau, board, commission, or establishment of the United States or any corporation wholly owned directly or indirectly by the United States;
     (d) Loans or extensions of credit fully secured by a segregated deposit account or accounts in the lending bank;
     (e) Loans or extensions of credit secured by collateral having a readily ascertained market value of at least one hundred fifteen percent of the outstanding amount of the loan or extension of credit;
     (f) Loans or extensions of credit secured by bills of lading, warehouse receipts, or similar documents transferring or securing title to readily marketable staples shall be subject to a limitation of thirty-five percent of capital and surplus in addition to the general limitations, if the market value of the staples securing each additional loan or extension of credit at all times equals or exceeds one hundred fifteen percent of the outstanding amount of the loan or extension of credit. The staples shall be fully covered by insurance whenever it is customary to insure the staples;
     (g) The purchase of bankers' acceptances of the kind described in section 13 of the federal reserve act and issued by other banks shall not be subject to any limitation based on capital and surplus;
     (h) The unpaid purchase price of a sale of bank property, if secured by such property)) provided, that a bank shall not be deemed to have violated this section on account of any loan or extension of credit, if such loan or extension of credit would be classified as an exception to the lending limit for national banks or federal savings associations that is authorized by the rules of the office of the comptroller of the currency, or successor federal agency with authority over national banks and federal savings associations.
     (2) For the purposes of this section, (("capital" shall include the amount of common stock outstanding and unimpaired, the amount of preferred stock outstanding and unimpaired, and capital notes or debentures issued pursuant to chapter 30.36 RCW.
     (3) For the purposes of this section, "surplus" shall include capital surplus, reflecting the amounts paid in excess of the par or stated value of capital stock, or amounts contributed to the bank other than for capital stock, and undivided profits.
     (4) For the purposes of this section, "person" includes an individual, sole proprietor, partnership, joint venture, association, trust, estate, business trust, corporation, sovereign government or agency, instrumentality, or political subdivision thereof, or any similar entity or organization)) the terms "borrower," "capital and surplus," "derivative transaction," "loans and extensions of credit," and "person" shall have the same meaning as those terms are defined by the United States office of the comptroller of the currency in section 32.2 of Title 12 of the United States code of federal regulations, 12 C.F.R. Sec. 32.2; provided, however, that "loans and extensions of credit" shall also include repurchase agreements, reverse repurchase agreements, securities lending transactions, or securities borrowing transactions between a bank and a borrower if the federal deposit insurance corporation requires such treatment for a state insured bank or the board of governors of the federal reserve system requires such treatment for member state banks.
     (((5))) (3) The director may prescribe rules to administer and carry out the purposes of this section, including without limitation rules (a) to define or further define terms used in this section ((and)), (b) to establish limits or requirements other than those specified in this section for particular classes or categories of loans ((or)) and extensions of credit, ((and)) (c) to determine when a loan putatively made to a person shall, for purposes of this section, be attributed to another person, (d) to set standards for computation of time in relation to determining limits on loans and extensions of credit, and (e) to implement and incorporate other changes in limits on loans and extensions of credit necessary to conform to federal statute and rule required or otherwise authorized by this section. In adopting the rules, the director shall be guided by rulings of the United States comptroller of the currency, or successor federal banking regulator, that govern ((lending)) limits on loans and extensions of credit applicable to national banks and federal savings associations. In lieu of the adoption by the department of a rule applicable to specific types of transactions, a bank, unless otherwise approved by the director, shall conform to all applicable rulings of the comptroller of the currency, or successor federal banking regulator, which (((a))) (i) relate to national banks and federal savings associations, (((b))) (ii) govern such specific types of transactions or circumstances, and (((c))) (iii) are consistent with this section and the department's adopted rules.
     (4)(a) A loan or extension of credit, within the limit on loans and extensions of credit when made, is not deemed a violation but is treated as nonconforming if the loan or extension of credit is no longer in conformity with the bank's limit on loans and extensions of credit because:
     (i) The bank's capital has declined, borrowers have subsequently merged or formed a common enterprise, lenders have merged, or the limit on loans and extensions of credit or capital rules have changed; or
     (ii) Collateral securing the loan or extension of credit, in order to satisfy the requirements of an exception to the limit, has declined in value.
     (b) A bank must use reasonable efforts to bring a loan or extension of credit that is nonconforming as a result of (a)(i) of this subsection into conformity with the bank's limit on loans and extensions of credit unless to do so would be inconsistent with safe and sound banking practices.
     (c) A bank must bring a loan or extension of credit that is nonconforming as a result of circumstances described in (a)(ii) of this subsection into conformity with the bank's limit on loans and extensions of credit within thirty calendar days, except when judicial proceedings, regulatory actions, or other extraordinary circumstances beyond the bank's control prevent the bank from taking action.
     (d) Notwithstanding any provision of this subsection (4), the director may by rule or interpretation prescribe standards for treatment of nonconforming extensions of credit that are derivatives transactions, repurchase agreements, reverse repurchase agreements, securities lending transactions, or securities borrowing transactions, and may, if required for state insured banks or member state banks, rely upon rules or interpretations of the federal deposit insurance corporation or the board of governors of the federal reserve system, as applicable.
     (5) Notwithstanding any provision of this section to the contrary, in the event that a bank's capital declines sufficiently to seriously impair the bank's ability to effectively operate in its marketplace or serve the needs of its customers or the community in which it is located, the director may, upon written application and in the exercise of the director's discretion, grant the bank temporary permission to fund loans and extensions of credit in excess of the bank's limit on loans and extensions of credit set forth in this section. In the exercise of discretion, the director may further specify conditions for granting such emergency exception and may limit emergency lending authority under this section to particular types or classes of loans and extensions of credit.
     (6) Notwithstanding any provision of this section to the contrary, the director, in the exercise of discretion, may grant an exception to the limit on loans and extensions of credit otherwise required by this section, based on extenuating facts and circumstances. In deciding whether to grant an exception under this subsection, the director shall consider:
     (a) The proposed transaction for which the exception is sought;
     (b) How the requested exception would affect the capital adequacy and safety and soundness of the requesting bank if the exception is not granted or, if the exception is granted, if the proposed borrower should ultimately default;
     (c) How the requested exception would affect the loan portfolio diversification of the requesting bank;
     (d) The competency of management to handle the proposed transaction and any resulting safety and soundness issues;
     (e) The marketability and value of the proposed collateral; and
     (f) The extenuating facts and circumstances that warrant an exception in light of the purpose of limit on loans and extensions of credit set forth in this section.

Sec. 4   RCW 30.04.215 and 2010 c 88 s 12 are each amended to read as follows:
     (1) Notwithstanding any other provisions of law, in addition to all powers enumerated by this title, and those necessarily implied therefrom, a bank or trust company may engage in other business activities that have been determined by the board of governors of the federal reserve system or by the United States Congress to be closely related to the business of banking, as of ((July 27, 2003)) the effective date of this section.
     (2) A bank or trust company that desires to perform an activity that is not expressly authorized by subsection (1) of this section shall first apply to the director for authorization to conduct such activity. Within thirty days of the receipt of this application, the director shall determine whether the activity is closely related to the business of banking, whether the public convenience and advantage will be promoted, whether the activity is apt to create an unsafe and unsound practice by the bank or trust company and whether the applicant is capable of performing such an activity. If the director finds the activity to be closely related to the business of banking and the bank or trust company is otherwise qualified, he or she shall immediately inform the applicant that the activity is authorized. If the director determines that such activity is not closely related to the business of banking or that the bank or trust company is not otherwise qualified, he or she shall promptly inform the applicant in writing. The applicant shall have the right to appeal from an unfavorable determination in accordance with the procedures of the Administrative Procedure Act, chapter 34.05 RCW. In determining whether a particular activity is closely related to the business of banking, the director shall be guided by the rulings of the board of governors of the federal reserve system and the comptroller of the currency in making determinations in connection with the powers exercisable by bank holding companies, and the activities performed by other commercial banks or their holding companies.
     (3) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a bank ((or trust company)) has under the laws of this state, a bank ((or trust company)) shall have ((each and every power and authority)) the powers and authorities conferred as of July 28, 1985, or as of any subsequent date not later than ((July 27, 2003)) the effective date of this section, upon any federally chartered bank doing business in this state. A bank ((or trust company)) may exercise the powers and authorities conferred on a federally chartered bank after ((July 27, 2003)) the effective date of this section, only if the director finds that the exercise of such powers and authorities:
     (a) Serves the convenience and advantage of depositors, borrowers, or the general public; and
     (b) Maintains the fairness of competition and parity between state-chartered banks ((or trust companies)) and federally chartered banks.
     (4) Notwithstanding any other provisions of law, a bank has the powers and authorities that an out-of-state state bank operating a branch in Washington has if the director finds that the exercise of such powers and authorities serves the convenience and advantage of depositors and borrowers, or the general public, and maintains the fairness of competition and parity between state-chartered banks and out-of-state state banks.
     (5) As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
     (((5))) (6) The restrictions, limitations, and requirements applicable to specific powers ((or)) and authorities of federally chartered banks and out-of-state state banks, as applicable, shall apply to banks ((or trust companies)) exercising those powers ((or)) and authorities permitted under this ((subsection)) section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers ((or)) and authorities granted banks ((or trust companies)) solely under this ((subsection)) section.
     (((6))) (7) The director may require a bank ((or trust company)) to provide notice to the director prior to implementation of a plan to develop, improve, or continue holding real estate, including capitalized and operating leases, acquired through any means in full or partial satisfaction of a debt previously contracted, under circumstances which a national bank would be required to provide notice to the comptroller of the currency prior to implementation of such a plan. The director may adopt rules or issue orders, directives, standards, policies, memoranda, or other official communications to specify guidance with regard to the exercise of the powers and authorities to expend such funds as are needed to enable a bank or trust company to recover its total investment to the fullest extent authorized for a national bank under the national bank act, 12 U.S.C. Sec. 29.
     (((7))) (8) Any activity which may be performed by a bank or trust company, except the taking of deposits, may be performed by (a) a corporation or (b) another entity approved by the director, which in either case is owned in whole or in part by the bank or trust company.

Sec. 5   RCW 30.04.217 and 2010 c 88 s 13 are each amended to read as follows:
     (1) Notwithstanding any other provisions of law, in addition to all powers, express or implied, that a bank ((or trust company)) has under the laws of this state, a bank ((or trust company)) shall have the powers and authorities conferred upon a savings bank under Title 32 RCW((, only if:
     (a) The bank or trust company notifies the director at least thirty days prior to the exercise of such power or authority by the bank or trust company, unless the director waives or modifies this requirement for notice as to the exercise of a power, authority, or category of powers or authorities by the bank or trust company;
     (b) The director finds that the exercise of such powers and authorities by the bank or by the trust company serves the convenience and advantage of depositors, borrowers, or the general public; and
     (c) The director finds that the exercise of such powers and authorities by the bank or by the trust company maintains the fairness of competition and parity between banks or trust companies and mutual savings banks)).
     (2) As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
     (3) The restrictions, limitations, and requirements applicable to specific powers ((or)) and authorities of ((mutual)) savings banks shall apply to banks ((or trust companies)) exercising those powers ((or)) and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers ((or)) and authorities granted banks ((or trust companies)) solely under this section.

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

Sec. 7   RCW 30.04.260 and 2003 c 53 s 185 are each amended to read as follows:
     (1) No ((trust company or other corporation)) person, other than an attorney-at-law or law firm as permitted by other law, which advertises that it will furnish legal advice, construct or prepare wills, or do other legal work for its customers, shall be permitted to act as executor, administrator, or guardian; and ((any trust company or other corporation)) such person whose officers or agents shall solicit legal business shall be ineligible for a period of one year thereafter to be appointed executor, administrator, or guardian in any of the courts of this state.
     (2) Any person authorized under this title to engage in a trust ((company or other corporation)) business, which advertises that it will furnish legal advice, construct or prepare wills, or do other legal work for its customers, and any officer, agent, or employee of ((any trust company or corporation)) such person who shall solicit legal business is guilty of a gross misdemeanor.

Sec. 8   RCW 30.04.280 and 1998 c 45 s 1 are each amended to read as follows:
     (1) No person shall engage in banking except in compliance with and subject to the provisions of this title, unless it is a national bank or except insofar as it may be authorized so to do by the laws of this state relating to ((mutual)) savings banks or savings and loan associations. A ((corporation)) person, other than an individual, sole proprietor, general partnership, or joint venture composed of individuals, or person conducting business as an attorney-at-law or law firm, or as a court-appointed guardian, conservator, trustee, or receiver, shall not engage in a trust business except in compliance with and subject to the provisions of this title. A bank shall not engage in a trust business except as authorized under this title. A bank or trust company shall not establish any branch except in accordance with the provisions of this title. Except as authorized by federal law or by another law of this state, a nondepositary trust company incorporated under the laws of another state((, a national trust company or national bank the main office of which is located in such other state, or a federal savings bank the home office of which is located in such other state,)) shall not be permitted to engage in a trust business in this state on more favorable terms and conditions than the terms and conditions on which trust companies incorporated under this chapter and ((mutual)) savings banks engaged in trust business under RCW 32.08.140, 32.08.142, 32.08.210, and 32.08.215 are permitted to engage in trust business in such other state.
     (2) Notwithstanding any other provision of this section, the director may by rule or order prohibit any person, other than a person conducting business as an attorney-at-law or law firm, or as a court-appointed guardian, conservator, trustee, or receiver, from engaging in a trust business in this state contrary to the requirements of this title, if the conduct of the trust business in this state by such person harms, or is likely to harm, the general public, or adversely affects the business of trust companies operating in this state. The director may issue a temporary cease and desist order against such person in the manner provided for in RCW 30.04.455 if the general public or trust companies are likely to be substantially injured by delay in issuing a cease and desist order. An order or rule made by the director pursuant to this subsection may require that any applicable person obtain a trust company charter under this title as a condition of continuing to engage in a trust business in this state, subject to meeting all qualifications for grant of a trust company charter under this title.

Sec. 9   RCW 30.08.140 and 1996 c 2 s 5 are each amended to read as follows:
     Upon the issuance of a certificate of authority to a bank, the persons named in the articles of incorporation and their successors shall thereupon become a corporation and shall have power:
     (1) To adopt and use a corporate seal((.));
     (2) To have perpetual succession((.));
     (3) To make contracts((.));
     (4) To sue and be sued, the same as a natural person((.));
     (5) To elect directors who, subject to the provisions of the corporation's bylaws, shall have power to appoint such officers as may be necessary or convenient, to define their powers and duties and to dismiss them at pleasure, and who shall also have general supervision and control of the affairs of such corporation((.));
     (6) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of its affairs((.));
     (7) To invest and reinvest its funds in marketable obligations evidencing the indebtedness of any person, copartnership, association, or corporation in the form of bonds, notes, or debentures commonly known as investment securities except as may by regulation be limited by the director((.));
     (8) To discount and negotiate promissory notes, drafts, bills of exchange and other evidences of debt, to receive deposits of money and commercial paper, to lend money secured or unsecured, to issue all forms of letters of credit, to buy and sell bullion, coins and bills of exchange((.));
     (9) To take and receive as bailee for hire upon terms and conditions to be prescribed by the corporation, for safekeeping and storage, jewelry, plate, money, specie, bullion, stocks, bonds, mortgages, securities and valuable paper of any kind and other valuable personal property, and to rent vaults, safes, boxes and other receptacles for safekeeping and storage of personal property((.));
     (10) If the bank be located in a city of not more than five thousand inhabitants, to act as insurance agent. A bank exercising this power may continue to act as an insurance agent notwithstanding a change of the population of the city in which it is located((.));
     (11) To accept drafts or bills of exchange drawn upon it having not more than six months sight to run, which grow out of transactions involving the importation or exportation of goods; or which grow out of transactions involving the domestic shipment of goods, providing shipping documents conveying or securing title are attached at the time of acceptance; or which are secured at the time of acceptance by a warehouse receipt or other such document conveying or securing title to readily marketable staples. No bank shall accept, either in a foreign or a domestic transaction, for any one person, company, firm or corporation, to an amount equal at any one time in the aggregate to more than ten percent of its paid up and unimpaired capital stock and surplus unless the bank is secured by attached documents or by some other actual security growing out of the same transaction as the acceptance; and no bank shall accept such bills to an amount equal at any time in the aggregate to more than one-half of its paid up and unimpaired capital stock and surplus: PROVIDED, HOWEVER, That the director, under such general regulations applicable to all banks irrespective of the amount of capital or surplus, as the director may prescribe may authorize any bank to accept such bills to an amount not exceeding at any time in the aggregate one hundred percent of its paid up and unimpaired capital stock and surplus: PROVIDED, FURTHER, That the aggregate of acceptances growing out of domestic transactions shall in no event exceed fifty percent of such capital stock and surplus((.));
     (12) To accept drafts or bills of exchange drawn upon it, having not more than three months sight to run, drawn under regulations to be prescribed by the director by banks or bankers in foreign countries or dependencies or insular possessions of the United States for the purpose of furnishing dollar exchange as required by the usages of trade in the respective countries, dependencies or insular possessions. Such drafts or bills may be acquired by banks in such amounts and subject to such regulations, restrictions and limitations as may be provided by the director: PROVIDED, HOWEVER, That no bank shall accept such drafts or bills of exchange referred to in this subdivision for any one bank to an amount exceeding in the aggregate ten percent of the paid up and unimpaired capital and surplus of the accepting bank unless the draft or bill of exchange is accompanied by documents conveying or securing title or by some other adequate security, and that no such drafts or bills of exchange shall be accepted by any bank in an amount exceeding at any time the aggregate of one-half of its paid up and unimpaired capital and surplus: PROVIDED FURTHER, That compliance by any bank which is a member of the federal reserve system of the United States with the rules, regulations and limitations adopted by the federal reserve board thereof with respect to the acceptance of drafts or bills of exchange by members of such federal reserve system shall be a sufficient compliance with the requirements of this subdivision or paragraph relating to rules, regulations and limitations prescribed by the director((.));
     (13) To have and exercise all powers necessary or convenient to effect its purposes((.));
     (14) To serve as custodian of an individual retirement account and pension and profit sharing plans qualified under internal revenue code section 401(a), the assets of which are invested in deposits of the bank or trust company or are invested, pursuant to directions from the customer owning the account, in securities traded on a national securities market: PROVIDED, That the bank or trust company shall accept no investment responsibilities over the account unless it is granted trust powers by the director((.));
     (15) To be a limited partner in a limited partnership that engages in only such activities as are authorized for the bank.
     (((16) To exercise any other power or authority permissible under applicable state or federal law conducted by out-of-state state banks with branches in Washington to the same extent if, in the opinion of the director, those powers and authorities affect the operations of banking in Washington or affect the delivery of financial services in Washington.))

Sec. 10   RCW 30.08.140 and 2011 c 303 s 7 are each amended to read as follows:
     Upon the issuance of a certificate of authority to a bank, the persons named in the articles of incorporation and their successors shall thereupon become a corporation and shall have power:
     (1) To adopt and use a corporate seal((.));
     (2) To have perpetual succession((.));
     (3) To make contracts((.));
     (4) To sue and be sued, the same as a natural person((.));
     (5) To elect directors who, subject to the provisions of the corporation's bylaws, shall have power to appoint such officers as may be necessary or convenient, to define their powers and duties and to dismiss them at pleasure, and who shall also have general supervision and control of the affairs of such corporation((.));
     (6) To make and alter bylaws, not inconsistent with its articles of incorporation or with the laws of this state, for the administration and regulation of its affairs((.));
     (7) To invest and reinvest its funds in marketable obligations evidencing the indebtedness of any person, copartnership, association, or corporation in the form of bonds, notes, or debentures commonly known as investment securities except as may by regulation be limited by the director((.));
     (8) To discount and negotiate promissory notes, drafts, bills of exchange and other evidences of debt, to receive deposits of money and commercial paper, to lend money secured or unsecured, to issue all forms of letters of credit, to buy and sell bullion, coins and bills of exchange((.));
     (9) To take and receive as bailee for hire upon terms and conditions to be prescribed by the corporation, for safekeeping and storage, jewelry, plate, money, specie, bullion, stocks, bonds, mortgages, securities and valuable paper of any kind and other valuable personal property, and to rent vaults, safes, boxes and other receptacles for safekeeping and storage of personal property((.));
     (10) If the bank be located in a city of not more than five thousand inhabitants, to act as insurance agent. A bank exercising this power may continue to act as an insurance agent notwithstanding a change of the population of the city in which it is located((.));
     (11) To accept drafts or bills of exchange drawn upon it having not more than six months sight to run, which grow out of transactions involving the importation or exportation of goods; or which grow out of transactions involving the domestic shipment of goods, providing shipping documents conveying or securing title are attached at the time of acceptance; or which are secured at the time of acceptance by a warehouse receipt or other such document conveying or securing title to readily marketable staples. No bank shall accept, either in a foreign or a domestic transaction, for any one person, company, firm or corporation, to an amount equal at any one time in the aggregate to more than ten percent of its paid up and unimpaired capital stock and surplus unless the bank is secured by attached documents or by some other actual security growing out of the same transaction as the acceptance; and no bank shall accept such bills to an amount equal at any time in the aggregate to more than one-half of its paid up and unimpaired capital stock and surplus: PROVIDED, HOWEVER, That the director, under such general regulations applicable to all banks irrespective of the amount of capital or surplus, as the director may prescribe may authorize any bank to accept such bills to an amount not exceeding at any time in the aggregate one hundred percent of its paid up and unimpaired capital stock and surplus: PROVIDED, FURTHER, That the aggregate of acceptances growing out of domestic transactions shall in no event exceed fifty percent of such capital stock and surplus((.));
     (12) To accept drafts or bills of exchange drawn upon it, having not more than three months sight to run, drawn under regulations to be prescribed by the director by banks or bankers in foreign countries or dependencies or insular possessions of the United States for the purpose of furnishing dollar exchange as required by the usages of trade in the respective countries, dependencies or insular possessions. Such drafts or bills may be acquired by banks in such amounts and subject to such regulations, restrictions and limitations as may be provided by the director: PROVIDED, HOWEVER, That no bank shall accept such drafts or bills of exchange referred to in this subdivision for any one bank to an amount exceeding in the aggregate ten percent of the paid up and unimpaired capital and surplus of the accepting bank unless the draft or bill of exchange is accompanied by documents conveying or securing title or by some other adequate security, and that no such drafts or bills of exchange shall be accepted by any bank in an amount exceeding at any time the aggregate of one-half of its paid up and unimpaired capital and surplus: PROVIDED FURTHER, That compliance by any bank which is a member of the federal reserve system of the United States with the rules, regulations and limitations adopted by the federal reserve board thereof with respect to the acceptance of drafts or bills of exchange by members of such federal reserve system shall be a sufficient compliance with the requirements of this subdivision or paragraph relating to rules, regulations and limitations prescribed by the director((.));
     (13) To have and exercise all powers necessary or convenient to effect its purposes((.));
     (14) To serve as custodian of an individual retirement account and pension and profit sharing plans qualified under internal revenue code section 401(a), the assets of which are invested in deposits of the bank or trust company or are invested, pursuant to directions from the customer owning the account, in securities traded on a national securities market: PROVIDED, That the bank or trust company shall accept no investment responsibilities over the account unless it is granted trust powers by the director((.));
     (15) To be a limited partner in a limited partnership that engages in only such activities as are authorized for the bank((.));
     (16) ((To exercise any other power or authority permissible under applicable state or federal law conducted by out-of-state state banks with branches in Washington to the same extent if, in the opinion of the director, those powers and authorities affect the operations of banking in Washington or affect the delivery of financial services in Washington.
     (17))) To conduct a promotional contest of chance as authorized in RCW 9.46.0356(l)(b), as long as the conditions of RCW 9.46.0356(5) and 30.22.260 are complied with to the satisfaction of the director.

Sec. 11   RCW 30.08.155 and 1998 c 45 s 2 are each amended to read as follows:
     (1) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a trust company has under the laws of this state, a trust company shall have the powers and authorities conferred as of June 11, 1998, upon a federally chartered trust company doing business in this state. A trust company may exercise the powers and authorities conferred on a federally chartered trust company after this date only if the director finds that the exercise of such powers and authorities:
     (((1))) (a) Serves the convenience and advantage of trustors and beneficiaries, or the general public; and
     (((2))) (b) Maintains the fairness of competition and parity between state-chartered trust companies and federally chartered trust companies.
     (2) Notwithstanding any other provisions of law, a trust company has the powers and authorities that an out-of-state state trust company conducting trust business in Washington has if the director finds that the exercise of such powers and authorities serves the convenience and advantage of trustors and beneficiaries, or the general public, and maintains the fairness of competition and parity between state-chartered trust companies and out-of-state state trust companies.
     (3) As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
     (4) The restrictions, limitations, and requirements applicable to specific powers ((or)) and authorities of federally chartered trust companies and out-of-state state trust companies, as applicable, shall apply to trust companies exercising those powers or authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers or authorities granted trust companies solely under this section.

Sec. 12   RCW 30.38.010 and 2005 c 348 s 2 are each amended to read as follows:
     (1) An out-of-state bank may engage in banking in this state without violating RCW 30.04.280 only if the conditions and filing requirements of this chapter are met and the bank was lawfully engaged in banking in this state on ((June 6, 1996)) July 22, 2010, or the bank's in-state banking activities:
     (a) Resulted from an interstate combination pursuant to RCW 30.49.125 or 32.32.500;
     (b) Resulted from a relocation of a head office of a state bank pursuant to 12 U.S.C. Sec. 30 and RCW 30.04.215(3);
     (c) Resulted from a relocation of a main office of a national bank pursuant to 12 U.S.C. Sec. 30;
     (d) Resulted from the establishment of a branch of a savings bank in compliance with RCW 32.04.030(((2))) (6); or
     (e) Resulted from interstate branching under RCW 30.38.015.
Nothing in this section affects the authorities of alien banks as defined by RCW 30.42.020 to engage in banking within this state.
     (2) The director, consistent with 12 U.S.C. Sec. 1831u(b)(2)(D), may approve an interstate combination if the standard on which the approval is based does not discriminate against out-of-state banks, out-of-state bank holding companies, or subsidiaries of those banks or holding companies.

Sec. 13   RCW 30.38.015 and 2005 c 348 s 3 are each amended to read as follows:
     (1) An out-of-state bank that does not have a branch in Washington may, under this chapter, establish and maintain:
     (a) A de novo branch in this state; or
     (b) A branch in this state through the acquisition of a branch.
     (2) An out-of-state bank desiring to establish and maintain a de novo branch or to acquire a branch in this state shall provide written application of the proposed transaction to the director, accompanied by the fee prescribed by the director, not later than three days after the date of filing with the responsible federal bank supervisory agency for approval to establish or acquire the branch.
     (3) Subject to the conditions of this chapter, the director ((may not)) shall approve an application under subsection (2) of this section ((unless it is found that:
     (a) In the case of a de novo branch, the laws of the home state of the out-of-state bank permit Washington banks to establish and maintain de novo branches in that state under substantially the same, or at least as favorable, terms and conditions as set forth in this chapter; or
     (b) In the case of a branch established through the acquisition of a branch, the laws of the home state of the out-of-state bank permit Washington banks to establish and maintain branches in that state through the acquisition of branches under terms and conditions that are substantially the same, or at least as favorable, as set forth in this chapter)) if the out-of-state bank would be permitted to establish or acquire a branch in Washington state if it were a bank chartered in Washington state.

Sec. 14   RCW 30.46.020 and 1994 c 92 s 134 are each amended to read as follows:
     (1) If upon examination or at any other time it appears to the director that any bank or trust company is in an unsafe condition and its condition is such as to render the continuance of its business hazardous to the public or to its depositors and creditors, or if such bank or trust company appears to have exceeded its powers or has failed to comply with the law, or if such bank or trust company gives its consent, then the director shall upon his or her determination (((1))) (a) notify the bank or trust company of his or her determination, and (((2))) (b) furnish to the bank or trust company a written list of the director requirements to abate his or her determination, and (((3))) (c) if the director makes further determination to directly supervise, ((he or she shall)) notify the bank or trust company that it is under the supervisory direction of the director and that the director is invoking the provisions of this chapter. If placed under supervisory direction the bank or trust company shall comply with the lawful requirements of the director within such time as provided in the notice of the director, subject however, to the provisions of this chapter. If the bank or trust company fails to comply within such time the director may appoint a conservator as hereafter provided.
     (2) A person appointed as conservator by the director pursuant to this chapter shall not be personally liable for any act done in good faith in the performance of the duties of conservator.

Sec. 15   RCW 30.46.030 and 1994 c 92 s 135 are each amended to read as follows:
     During the period of supervisory direction the director may appoint a representative to supervise such bank or trust company and may provide that the bank or trust company may not do any of the following during the period of supervisory direction, without the prior approval of the director or the appointed representative((.)):
     (1) Dispose of, convey, or encumber any of the assets, excluding trust assets under management;
     (2) Withdraw any of its bank accounts;
     (3) Lend any of its funds;
     (4) Invest any of its funds;
     (5) Transfer any of its property; or
     (6) Incur any debt, obligation, or liability.

Sec. 16   RCW 30.46.040 and 1994 c 92 s 136 are each amended to read as follows:
     After the period of supervisory direction specified by the director for compliance, if he or she determines that such bank or trust company has failed to comply with the lawful requirements imposed, upon due notice and hearing or by consent of the bank, the director may appoint a conservator, who shall immediately take charge of such bank or trust company and all of its property, books, records, and effects. The conservator shall conduct the business of the bank or trust company and take such steps toward the removal of the causes and conditions which have necessitated such order, as the director may direct. During the pendency of the conservatorship the conservator shall make such reports to the director from time to time as may be required by the director, and shall be empowered to take all necessary measures to preserve, protect, and recover any assets or property of such bank or trust company, including claims or causes of actions belonging to or which may be asserted by such bank, and to deal with the same in his or her own name as conservator, and shall be empowered to file, prosecute, and defend any suit and suits which have been filed or which may thereafter be filed by or against such bank or trust company which are deemed by the conservator to be necessary to protect all of the interested parties for a property affected thereby. The director, or any newly appointed assistant, may be appointed to serve as conservator. If the director, however, is satisfied that such bank or trust company is not in condition to continue business in the interest of its ((depositors or creditors)) customers under the conservator as above provided, the director may proceed with appropriate remedies provided by other provisions of this title.

Sec. 17   RCW 30.46.050 and 1994 c 92 s 137 are each amended to read as follows:
     All costs incident to supervisory direction and the conservatorship shall be fixed and determined by the director and shall be a charge against the assets of the bank or trust company, excluding trust assets under management, to be allowed and paid as the director may determine.

Sec. 18   RCW 30.46.060 and 1994 c 92 s 138 are each amended to read as follows:
     During the period of the supervisory direction and during the period of conservatorship, the bank or trust company may request the director to review an action taken or proposed to be taken by the representative or conservator; specifying wherein the action complained of is believed not to be in the best interest of the bank or trust company, and such request shall stay the action specified pending review of such action by the director. Any order entered by the director appointing a representative and providing that the bank or trust company shall not do certain acts as provided in RCW 30.46.030 and 30.46.040, any order entered by the director appointing a conservator, and any order by the director following the review of an action of the representative or conservator as herein above provided shall be subject to review in accordance with the administrative procedure act of the state of Washington.

Sec. 19   RCW 30.46.070 and 1994 c 92 s 139 are each amended to read as follows:
     Any suit filed against a bank or its conservator or a trust company or its conservator, after the entrance of an order by the director placing such bank or trust company in conservatorship and while such order is in effect, shall be brought in the superior court of Thurston county and not elsewhere. The conservator appointed hereunder for such bank or trust company may file suit in any superior court or other court of competent jurisdiction against any person for the purpose of preserving, protecting, or recovering any asset or property of such bank or trust company including claims or causes of action belonging to or which may be asserted by such bank.

Sec. 20   RCW 30.46.080 and 1975 1st ex.s. c 87 s 8 are each amended to read as follows:
     The conservator shall serve for such time as is necessary to accomplish the purposes of the conservatorship as intended by this chapter. If rehabilitated, the rehabilitated bank or trust company shall be returned to management or new managements under such conditions as are reasonable and necessary to prevent recurrence of the condition which occasioned the conservatorship.

Sec. 21   RCW 30.46.090 and 1994 c 92 s 140 are each amended to read as follows:
     If the director determines to act under authority of this chapter, the sequence of his or her acts and proceedings shall be as set forth in this chapter. However, it is the purpose and substance of this chapter to authorize administrative discretion—to allow the director administrative discretion in the event of unsound banking or trust company operations—and in furtherance of that purpose the director is hereby authorized to proceed with regulation either under this chapter or under any other applicable provisions of law or under this chapter in connection with other law, either as such law is now existing or is hereinafter enacted, and it is so provided.

Sec. 22   RCW 32.04.030 and 2005 c 348 s 4 are each amended to read as follows:
     (1) A savings bank may not, without the written approval of the director, establish and operate branches in any place.
     (2) A savings bank headquartered in this state desiring to establish a branch shall file a written application with the director, who shall approve or disapprove the application.
     (3) The director's approval shall be conditioned on a finding that the savings bank has a satisfactory record of compliance with applicable laws and has a satisfactory financial condition. In making such findings, the director may rely on an application in the form filed with the federal deposit insurance corporation pursuant to 12 U.S.C. Sec. 1828(d). If the application for a branch is not approved, the savings bank shall have the right to appeal in the same manner and within the same time as provided by RCW 32.08.050 and 32.08.060. The savings bank when delivering the application to the director shall transmit to the director a check in an amount established by rule to cover the expense of the investigation. A savings bank headquartered in this state shall not move its headquarters or any branch more than two miles from its existing location without prior approval of the director. On or before the date on which it opens any office at which it will transact business in any state, territory, province, or other jurisdiction, a savings bank shall give written notice to the director of the location of this office. No such notice shall become effective until it has been delivered to the director.
     (4) The board of trustees of a savings bank, after notice to the director, may discontinue the operation of a branch. The savings bank shall keep the director informed in the matter and shall notify the director of the date operation of the branch is discontinued.
     (5) A savings bank that is headquartered in this state and is operating branches in another state, territory, province, or other jurisdiction may provide copies of state examination reports and reports of condition of the savings bank to the regulator having oversight responsibility with regard to its operations in that other jurisdiction, including the regulator of savings associations in the event such a savings bank is transacting savings and loan business pursuant to RCW 32.08.142 in that other jurisdiction.
     (6) No savings bank headquartered in another state may establish, or acquire pursuant to RCW 32.32.500, and operate branches as a savings bank or foreign savings association in any place within ((the)) this state unless:
     (a) The savings bank has filed with the director an agreement to comply with the requirements of RCW 30.38.040 for periodic reports by the savings bank or by the appropriate state superintendent or equivalent regulator of the savings bank under the laws of the state in which the savings bank is incorporated, unless the laws expressly require the provision of all the reports to the director;
     (b) The savings bank has filed with the director (i) a duly executed instrument in writing, by its terms of indefinite duration and irrevocable, appointing the director and his or her successors its true and lawful attorney, upon whom all process in any action or proceeding against it in a cause of action arising out of business transacted by such savings bank in this state, may be served with the same force and effect as if it were a domestic corporation and had been lawfully served with process within the state, and (ii) a written certificate of designation, which may be changed from time to time by the filing of a new certificate of designation, specifying the name and address of the officer, agent, or other person to whom such process shall be forwarded by the director;
     (c) The savings bank has supplied the director with such information as he or she shall require by rule, not to exceed the information on which the director may rely in approving a branch application pursuant to this section by a savings bank headquartered in this state; and
     (d) The ((laws of the state in which the)) out-of-state savings bank is ((chartered permit savings banks chartered under this title)) permitted to establish or acquire, and maintain branches in ((that)) this state((, under terms and conditions that are substantially the same as, or at least as favorable to, the terms and conditions for the chartering of)) if it was chartered as a savings bank((s)) under this title.
     (((7) A savings bank headquartered in another state may not establish and operate branches as a foreign savings association in any place within the state except upon compliance with chapter 33.32 RCW.
     (8) Notwithstanding any provision of this title to the contrary, an out-of-state depository institution may not branch in the state of Washington, unless a Washington state bank, bank holding company, savings bank, savings bank holding company, savings and loan association, or savings and loan holding company is permitted to branch in the state in which that out-of-state depository institution is chartered or in which its principal office is located, under terms and conditions that are substantially the same as, or at least as favorable to entry as, the terms and conditions for branching of savings banks under this title. As used in this subsection, "out-of-state depository institution" means a bank or bank holding company, or a converted mutual savings bank or the holding company of a mutual savings bank, which is chartered in or whose principal office is located in another state, or a savings and loan association or the holding company of a savings and loan association, which is chartered in another state.))

NEW SECTION.  Sec. 23   A new section is added to chapter 32.04 RCW to read as follows:
     Notwithstanding any other provisions of this title, a savings bank shall be subject to the same limits on loans and extensions of credit, and exceptions thereto, as set forth in RCW 30.04.111.

Sec. 24   RCW 32.08.140 and 1999 c 14 s 17 are each amended to read as follows:
     Every ((mutual)) savings bank incorporated under this title shall have, subject to the restrictions and limitations contained in this title, the following powers:
     (1) To receive deposits of money, to invest the same in the property and securities prescribed in this title, to declare dividends in the manner prescribed in this title, and to exercise by its board of trustees or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of a savings bank((.));
     (2) To issue transferable certificates showing the amounts contributed by any incorporator or trustee to the guaranty fund of such bank, or for the purpose of paying its expenses. Every such certificate shall show that it does not constitute a liability of the savings bank, except as otherwise provided in this title((.));
     (3) To purchase, hold and convey real property as prescribed in RCW 32.20.280((.));
     (4) To pay depositors as hereinafter provided, and when requested, pay them by drafts upon deposits to the credit of the savings bank in any city in the United States, and to charge current rates of exchange for such drafts((.));
     (5) To borrow money in pursuance of a resolution adopted by a vote of a majority of its board of trustees duly entered upon its minutes whereon shall be recorded by ayes and noes the vote of each trustee, for the purpose of repaying depositors, and to pledge or hypothecate securities as collateral for loans so obtained. Immediate written notice shall be given to the director of all amounts so borrowed, and of all assets so pledged or hypothecated((.));
     (6) Subject to such regulations and restrictions as the director finds to be necessary and proper, to borrow money in pursuance of a resolution, policy, or other governing document adopted by its board of trustees, for purposes other than that of repaying depositors and to pledge or hypothecate its assets as collateral for any such loans, provided that no amount shall at any time be borrowed by a savings bank pursuant to this subsection (6), if such amount, together with the amount then remaining unpaid upon prior borrowings by such savings bank pursuant to this subsection (6), exceeds thirty percent of the assets of the savings bank.
     The sale of securities or loans by a bank subject to an agreement to repurchase the securities or loans shall not be considered a borrowing. Borrowings from federal, state, or municipal governments or agencies or instrumentalities thereof shall not be subject to the limits of this subsection((.));
     (7) To collect or protest promissory notes or bills of exchange owned by such bank or held by it as collateral, and remit the proceeds of the collections by drafts upon deposits to the credit of the savings bank in any city in the United States, and to charge the usual rates or fees for such collection and remittance for such protest((.));
     (8) To sell gold or silver received in payment of interest or principal of obligations owned by the savings bank or from depositors in the ordinary course of business((.));
     (9) To act as insurance agent for the purpose of writing fire insurance on property in which the bank has an insurable interest, the property to be located in the city in which the bank is situated and in the immediate contiguous suburbs, notwithstanding anything in any other statute to the contrary((.));
     (10) To let vaults, safes, boxes or other receptacles for the safekeeping or storage of personal property, subject to laws and regulations applicable to, and with the powers possessed by, safe deposit companies((.));
     (11) To elect or appoint in such manner as it may determine all necessary or proper officers, agents, boards, and committees, to fix their compensation, subject to the provisions of this title, and to define their powers and duties, and to remove them at will((.));
     (12) To make and amend bylaws consistent with law for the management of its property and the conduct of its business((.));
     (13) To wind up and liquidate its business in accordance with this title((.));
     (14) To adopt and use a common seal and to alter the same at pleasure((.));
     (15) ((To exercise any other power or authority permissible under applicable state or federal law exercised by other savings banks or by savings and loan associations with branches in Washington to the same extent as those savings institutions if, in the opinion of the director, the exercise of these powers and authorities by the other savings institutions affects the operations of savings banks in Washington or affects the delivery of financial services in Washington.
     (16))) To exercise the powers and authorities conferred by RCW 30.04.215((.));
     (((17))) (16) To exercise the powers and authorities that may be carried on by a subsidiary of the ((mutual)) savings bank that has been determined to be a prudent investment pursuant to RCW 32.20.380((.));
     (((18))) (17) To do all other acts authorized by this title((.));
     (((19))) (18) To exercise the powers and authorities that may be exercised by an insured state bank in compliance with 12 U.S.C. Sec. 1831a.

Sec. 25   RCW 32.08.140 and 2011 c 303 s 8 are each amended to read as follows:
     Every ((mutual)) savings bank incorporated under this title shall have, subject to the restrictions and limitations contained in this title, the following powers:
     (1) To receive deposits of money, to invest the same in the property and securities prescribed in this title, to declare dividends in the manner prescribed in this title, and to exercise by its board of trustees or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of a savings bank((.));
     (2) To issue transferable certificates showing the amounts contributed by any incorporator or trustee to the guaranty fund of such bank, or for the purpose of paying its expenses. Every such certificate shall show that it does not constitute a liability of the savings bank, except as otherwise provided in this title((.));
     (3) To purchase, hold and convey real property as prescribed in RCW 32.20.280((.));
     (4) To pay depositors as hereinafter provided, and when requested, pay them by drafts upon deposits to the credit of the savings bank in any city in the United States, and to charge current rates of exchange for such drafts((.));
     (5) To borrow money in pursuance of a resolution adopted by a vote of a majority of its board of trustees duly entered upon its minutes whereon shall be recorded by ayes and noes the vote of each trustee, for the purpose of repaying depositors, and to pledge or hypothecate securities as collateral for loans so obtained. Immediate written notice shall be given to the director of all amounts so borrowed, and of all assets so pledged or hypothecated((.));
     (6) Subject to such regulations and restrictions as the director finds to be necessary and proper, to borrow money in pursuance of a resolution, policy, or other governing document adopted by its board of trustees, for purposes other than that of repaying depositors and to pledge or hypothecate its assets as collateral for any such loans, provided that no amount shall at any time be borrowed by a savings bank pursuant to this subsection (6), if such amount, together with the amount then remaining unpaid upon prior borrowings by such savings bank pursuant to this subsection (6), exceeds thirty percent of the assets of the savings bank.
     The sale of securities or loans by a bank subject to an agreement to repurchase the securities or loans shall not be considered a borrowing. Borrowings from federal, state, or municipal governments or agencies or instrumentalities thereof shall not be subject to the limits of this subsection((.));
     (7) To collect or protest promissory notes or bills of exchange owned by such bank or held by it as collateral, and remit the proceeds of the collections by drafts upon deposits to the credit of the savings bank in any city in the United States, and to charge the usual rates or fees for such collection and remittance for such protest((.));
     (8) To sell gold or silver received in payment of interest or principal of obligations owned by the savings bank or from depositors in the ordinary course of business((.));
     (9) To act as insurance agent for the purpose of writing fire insurance on property in which the bank has an insurable interest, the property to be located in the city in which the bank is situated and in the immediate contiguous suburbs, notwithstanding anything in any other statute to the contrary((.));
     (10) To let vaults, safes, boxes or other receptacles for the safekeeping or storage of personal property, subject to laws and regulations applicable to, and with the powers possessed by, safe deposit companies((.));
     (11) To elect or appoint in such manner as it may determine all necessary or proper officers, agents, boards, and committees, to fix their compensation, subject to the provisions of this title, and to define their powers and duties, and to remove them at will((.));
     (12) To make and amend bylaws consistent with law for the management of its property and the conduct of its business((.));
     (13) To wind up and liquidate its business in accordance with this title((.));
     (14) To adopt and use a common seal and to alter the same at pleasure((.));
     (15) ((To exercise any other power or authority permissible under applicable state or federal law exercised by other savings banks or by savings and loan associations with branches in Washington to the same extent as those savings institutions if, in the opinion of the director, the exercise of these powers and authorities by the other savings institutions affects the operations of savings banks in Washington or affects the delivery of financial services in Washington.
     (16))) To exercise the powers and authorities conferred by RCW 30.04.215((.));
     (((17))) (16) To exercise the powers and authorities that may be carried on by a subsidiary of the ((mutual)) savings bank that has been determined to be a prudent investment pursuant to RCW 32.20.380((.));
     (((18))) (17) To do all other acts authorized by this title((.));
     (((19))) (18) To exercise the powers and authorities that may be exercised by an insured state bank in compliance with 12 U.S.C. Sec. 1831a((.));
     (((20))) (19) To conduct a promotional contest of chance as authorized in RCW 9.46.0356(l)(b), as long as the conditions of RCW 9.46.0356(5) and 30.22.260 are complied with to the satisfaction of the director.

Sec. 26   RCW 32.08.142 and 2003 c 24 s 7 are each amended to read as follows:
     (1) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a ((mutual)) savings bank has under the laws of this state, a ((mutual)) savings bank shall have the powers and authorities that any federal mutual savings bank had on July 28, 1985, or as of a subsequent date not later than ((July 27, 2003)) the effective date of this section. As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance matters.
     (2) A savings bank may exercise the powers and authorities granted, after the effective date of this section, to federal mutual savings banks or their successors under federal law, only if the director finds that the exercise of such powers and authorities:
     (a) Serves the convenience and advantage of depositors and borrowers, or the general public; and
     (b) Maintains the fairness of competition and parity between state-chartered savings banks and federal savings banks or their successors under federal law.
     (3) Notwithstanding any other provisions of law, a savings bank has the powers and authorities that an out-of-state state savings bank or savings association operating a branch in Washington has if the director finds that the exercise of such powers and authorities serves the convenience and advantage of depositors and borrowers, or the general public, and maintains the fairness of competition and parity between savings banks and out-of-state state savings banks and savings associations.
     (4) For the purposes of this section, "powers and authorities" include without limitation powers and authorities in corporate governance matters.
     (5) The restrictions, limitations, and requirements applicable to specific powers ((or)) and authorities of federal mutual savings banks or out-of-state state savings banks or savings associations, as applicable, shall apply to ((mutual)) savings banks exercising those powers ((or)) and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers ((or)) and authorities granted ((mutual)) savings banks solely under this section.

Sec. 27   RCW 32.08.153 and 2010 c 88 s 49 are each amended to read as follows:
     (1) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a ((mutual)) savings bank has under the laws of this state, a ((mutual)) savings bank shall have ((each and every power and authority)) the powers and authorities that any national bank had on July 28, 1985, or ((on)) as of any subsequent date not later than ((July 27, 2003)) the effective date of this section.
     (2) Notwithstanding any restrictions, limitations, and requirements of law, in addition to all powers, express or implied, that a savings bank has under the laws of this state, a savings bank shall have the powers and authorities conferred upon a national bank after the effective date of this section, only if the director finds that the exercise of such powers and authorities:
     (a) Serves the convenience and advantage of depositors and borrowers, or the general public; and
     (b) Maintains the fairness of competition and parity between savings banks and national banks.
     (3) For the purposes of this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
     (4) The restrictions, limitations, and requirements applicable to specific powers ((or)) and authorities of national banks apply to ((mutual)) savings banks exercising those powers ((or)) and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers or authorities granted ((mutual)) savings banks solely under this section. The director may require such a savings bank to provide notice prior to implementation of a plan to develop, improve, or continue holding an individual parcel of real estate, including capitalized and operating leases, acquired through any means in full or partial satisfaction of a debt previously contracted, under circumstances in which a national bank would be required to provide notice to the comptroller of the currency prior to implementation of such a plan. The director may adopt rules, orders, directives, standards, policies, memoranda(([,])), or other communications to specify guidance with regard to the exercise of the powers and authorities to expend such funds as are needed to enable such a savings bank to recover its total investment, to the fullest extent authorized for a national bank under the national bank act, 12 U.S.C. Sec. 29.

Sec. 28   RCW 32.50.030 and 2010 c 88 s 68 are each amended to read as follows:
     (1) After the period of supervisory direction specified by the director for compliance, if he or she determines that such savings bank has failed to comply with the lawful requirements imposed, upon due notice and hearing by the department or by consent of the savings bank, the director may appoint a conservator, who shall immediately take charge of such savings bank and all of its property, books, records, and effects. The conservator shall conduct the business of the savings bank and take such steps toward the removal of the causes and conditions which have necessitated such order, as the director may direct. During the pendency of the conservatorship the conservator shall make such reports to the director from time to time as may be required by the director, and shall be empowered to take all necessary measures to preserve, protect, and recover any assets or property of such savings bank, including claims or causes of actions belonging to or which may be asserted by such bank, and to deal with the same in his or her own name as conservator, and shall be empowered to file, prosecute, and defend any suit and suits which have been filed or which may thereafter be filed by or against such savings bank which are deemed by the conservator to be necessary to protect all of the interested parties for a property affected thereby. The director, or any newly appointed assistant, may be appointed to serve as conservator. If the director, however, is satisfied that such savings bank is not in condition to continue business in the interest of its depositors or creditors under the conservator under this section, the director may proceed with appropriate remedies provided by other provisions of this title.
     (2) A person appointed as conservator by the director pursuant to this chapter shall not be personally liable for any act done in good faith in the performance of the duties of conservator.

Sec. 29   RCW 33.12.012 and 1994 c 256 s 119 are each amended to read as follows:
     (1) Notwithstanding any other provision of law, in addition to all powers and authorities, express or implied, that an association has under this title, an association may exercise any of the powers ((or)) and authorities ((conferred as of December 31, 1993, upon)) that a federal savings and loan association ((doing business in this state)) had on December 31, 1993, or as of a subsequent date not later than the effective date of this section. As used in this section, "powers and authorities" include without limitation powers and authorities in corporate governance and operational matters.
     (2) Notwithstanding any other provisions of law, a savings association has the powers and authorities that an out-of-state state savings association operating a branch in Washington has if the director finds that the exercise of such powers and authorities serves the convenience and advantage of depositors and borrowers, or the general public, and maintains the fairness of competition and parity between savings associations and out-of-state state savings associations.
     (3) The restrictions, limitations and requirements applicable to specific powers ((or)) and authorities of federal savings and loan associations or out-of-state state savings associations, as applicable, shall apply to savings associations exercising those powers ((or)) and authorities permitted under this section but only insofar as the restrictions, limitations, and requirements relate to exercising the powers ((or)) and authorities granted savings associations solely by this section.

Sec. 30   RCW 33.24.010 and 1994 c 92 s 445 are each amended to read as follows:
     (1) An association may invest its funds only as provided in this chapter.
     ((It shall not invest more than two and a half percent of its assets in any loan or obligation to any one person, except with the written approval of the director.))
     (2) An association shall be subject to the same limits on loans and extensions of credit, and exceptions thereto, as set forth in RCW 30.04.111.

Sec. 31   RCW 33.32.060 and 1945 c 235 s 85 are each amended to read as follows:
     ((No foreign)) Subject to other provisions of this chapter, an out-of-state savings and loan association shall be permitted to ((do business)) establish a branch or acquire branches in this state ((on more favorable terms and conditions than the associations organized under the laws of this state are permitted to do business in the state in which such foreign association or corporation is organized)) if the out-of-state savings and loan association would be permitted to establish or acquire a branch in Washington state if it were a savings bank chartered under Title 32 RCW or a savings association chartered under this title.

NEW SECTION.  Sec. 32   The following acts or parts of acts are each repealed:
     (1) RCW 30.08.095 (Schedule of fees to be established) and 1995 c 134 s 5;
     (2) RCW 32.08.146 (Additional powers -- Powers and authorities granted to federal mutual savings banks after July 27, 2003--Restrictions) and 2003 c 24 s 8, 1999 c 14 s 19, 1996 c 2 s 25, & 1994 c 256 s 99;
     (3) RCW 32.08.155 (Additional powers -- Powers and authorities conferred upon national banks after July 27, 2003 -- Restrictions) and 2003 c 24 s 5; and
     (4) RCW 32.08.1551 (Powers and authorities of national banks after July 27, 2003 -- Director's finding necessary) and 2010 c 88 s 50.

Sec. 33   2011 c 303 s 9 (uncodified) is amended to read as follows:
     Sections 7 and 8, chapter 303, Laws of 2011 and sections 10 and 25 of this act take effect when the director of the department of financial institutions finds that a federal regulatory agency has, through federal law, regulation, or official regulatory interpretation, interpreted federal law to permit banks operating under the authority of Title 30 or 32 RCW to conduct a promotional contest of chance as defined in RCW 30.22.040. If the contingency occurs, the director shall notify the chief clerk of the house of representatives, the secretary of the senate, and the office of the code reviser.

NEW SECTION.  Sec. 34   Sections 9 and 24 of this act expire when the contingency under section 33 of this act has occurred.

NEW SECTION.  Sec. 35   If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application of the provision to other persons or circumstances is not affected.

NEW SECTION.  Sec. 36   Except for sections 10 and 25 of this act, this act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect June 1, 2013.