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SUBSTITUTE
HOUSE BILL 2560
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Passed
Legislature - 1998 Regular Session
State
of Washington 55th Legislature 1998 Regular Session
By
Read
first time 01/22/98. Referred to Committee on .
Regulating trust companies.
AN
ACT Relating to the powers of trust companies; amending RCW 30.04.280 and
30.53.070; and adding a new section to chapter 30.08 RCW.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
Sec.
1. RCW
30.04.280 and 1996 c 2 s 4 are each amended to read as follows:
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 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 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.
NEW
SECTION. Sec. 2. A
new section is added to chapter 30.08 RCW to read as follows:
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
the effective date of this act 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)
Serves the convenience and advantage of trustors; and
(2)
Maintains the fairness of competition and parity between state-chartered trust
companies and federally chartered trust companies.
As
used in this section, "powers and authorities" include without
limitation powers and authorities in corporate governance and operational
matters.
The restrictions, limitations, and requirements applicable to
specific powers or authorities of federally chartered trust companies 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.
3. RCW
30.53.070 and 1994 c 256 s 65 are each amended to read as follows:
(1)
The owner of shares of a trust company that were voted against a merger to
result in a trust company shall be entitled to receive their value in cash, if
and when the merger becomes effective, upon written demand made to the
resulting trust company at any time within thirty days after the effective date
of the merger, accompanied by the surrender of the stock certificates. The
value of the shares shall be determined, as of the date of the stockholders'
meeting approving the merger, by three appraisers, one to be selected by the
owners of two-thirds of the dissenting shares, one by the board of directors of
the resulting trust company, and the third by the two so chosen. The valuation
agreed upon by any two appraisers shall govern. If the appraisal is not
completed within ninety days after the merger becomes effective, the director
shall cause an appraisal to be made. ((The expenses of appraisal shall be
paid by the resulting trust company.))
(2)
The dissenting shareholders shall bear, on a pro rata basis based on number of
dissenting ((shared [shares])) shares owned, the cost of their
appraisal and one-half of the cost of a third appraisal, and the resulting
trust company shall bear the cost of its appraisal and one-half of the cost of
the third appraisal. If the director causes an appraisal to be made, the cost
of that appraisal shall be borne equally by the dissenting shareholders and the
resulting trust company, with the dissenting shareholders sharing their half of
the cost on a pro rata basis based on number of dissenting shares owned.
(3)
The resulting trust company may fix an amount which it considers to be not more
than the fair market value of the shares of a merging trust company at the time
of the stockholders' meeting approving the merger, that it will pay dissenting
shareholders of the trust company entitled to payment in cash. The amount due
under an accepted offer or under the appraisal shall constitute a debt of the
resulting trust company.
Passed the House February 10, 1998.
Passed the Senate March 5, 1998.
Approved by the Governor
March 18, 1998.
Filed
in Office of Secretary of State March 18, 1998.
