AN
ACT Relating to the establishment and authority to conduct the business of
state-chartered financial institutions; amending RCW 30.08.020, 30.08.080,
32.04.020, 32.04.082, 32.08.140, 32.08.142, 32.08.146, 32.12.020, 32.12.090,
32.16.040, 32.16.050, 32.20.010, 32.20.020, 32.20.330, 32.20.400, 32.20.445,
32.32.500, 32.32.520, 32.34.010, 32.34.020, and 32.34.060; reenacting and
amending RCW 32.04.080 and 32.04.085; adding a new section to chapter 32.20
RCW; adding a new section to chapter 32.34 RCW; adding a new chapter to Title
32 RCW; and repealing RCW 32.20.160.
BE IT
ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW
SECTION. Sec. 1. When
authorized by the director, one or more natural persons, citizens of the United
States, may incorporate a stock savings bank in the manner prescribed under
this chapter. No stock savings bank may incorporate for less amount nor
commence business unless it has a paid-in capital stock, surplus and undivided
profits in the amount as may be determined by the director after consideration
of the proposed location, management, and the population and economic
characteristics for the area, the nature of the proposed activities and
operation of the stock savings bank, and other factors deemed pertinent by the
director. Before commencing business, each stock savings bank shall have
subscribed and paid into it in the same manner as is required for capital stock,
an amount equal to at least ten percent of the capital stock required, that
shall be carried in the undivided profit account and may be used to defray
organization and operating expenses of the company. Any sum not so used shall
be transferred to the surplus fund of the company before any dividend shall be
declared to the stockholders.
NEW
SECTION. Sec. 2.
Persons desiring to incorporate a stock savings bank shall file with the
director a notice of their intention to organize a stock savings bank in such
form and containing such information as the director shall require, together
with proposed articles of incorporation, which shall be submitted for
examination to the director at his or her office.
The
proposed articles of incorporation shall state:
(1)
The name of the stock savings bank;
(2)
The city, village, or locality and county where the head office of the
corporation is to be located;
(3)
The nature of its business, that of a stock savings bank;
(4)
The amount of its capital stock, which shall be divided into shares of a par or
no par value as may be provided in the articles of incorporation;
(5)
The names and places of residence and mailing addresses of the persons who as
directors are to manage the corporation until the first annual meeting of its
stockholders;
(6)
If there is to be preferred or special classes of stock, a statement of
preferences, voting rights, if any, limitations and relative rights in respect
of the shares of each class; or a statement that the shares of each class shall
have the attributes as shall be determined by the stock savings bank's board of
directors from time to time with the approval of the director;
(7)
Any provision granting the shareholders the preemptive right to acquire additional
shares of the stock savings bank and any provision granting shareholders the
right to cumulate their votes;
(8)
Any provision, not inconsistent with law, which the incorporators elect to set
forth in the articles of incorporation for the regulation of the affairs of the
corporation, including any provision restricting the transfer of shares, any
provision which under this title is required or permitted to be set forth in
the bylaws, and any provision permitted by RCW 23B.17.030;
(9)
Any provision the incorporators elect to so set forth, not inconsistent with
law or the purposes for which the stock savings bank is organized, or any
provision limiting any of the powers granted in this title.
It
is not necessary to set forth in the articles of incorporation any of the
corporate powers granted in this title. The articles of incorporation shall be
signed by all of the incorporators.
NEW
SECTION. Sec. 3. When
the notice of intention to organize and proposed articles of incorporation
complying with section 2 of this act have been received by the director,
together with the fees required by law, the director shall ascertain from the
best source of information at his or her command and by such investigation as
he or she may deem necessary, whether the character, responsibility and general
fitness of the persons named in the articles are such as to command confidence
and warrant belief that the business of the proposed stock savings bank will be
honestly and efficiently conducted in accordance with the intent and purpose of
this title, whether the resources in the neighborhood of such place and in the
surrounding country afford a reasonable promise of adequate support for the
proposed stock savings bank, and whether the proposed stock savings bank is
being formed for other than the legitimate objects covered by this title.
NEW
SECTION. Sec. 4. After
the director is satisfied of the above facts, and, within six months of the
date the notice of intention to organize has been received in his or her
office, the director shall notify the incorporators to file executed articles
of incorporation with the director in triplicate. Unless the director
otherwise consents in writing, such articles shall be in the same form and
shall contain the same information as the proposed articles and shall be filed
with the director within ten days of such notice. Within thirty days after the
receipt of such articles of incorporation, the director shall endorse upon each
of the copies, over his or her official signature, the word
"approved," or the word "refused," with the date of such
endorsement. In case of refusal the director shall immediately return one of
the copies, so endorsed, together with a statement explaining the reason for
refusal to the person from whom the articles were received, which refusal shall
be conclusive, unless the incorporators, within ten days of the issuance of
such notice of refusal, shall request a hearing pursuant to the administrative
procedure act, chapter 34.05 RCW.
NEW
SECTION. Sec. 5. In
case of approval the director shall immediately give notice to the proposed
incorporators and file one of the copies of the articles of incorporation in
his or her own office, and shall transmit another copy to the secretary of
state, and the last to the incorporators. Upon receipt from the proposed
incorporators of the fees as are required for filing and recording other
articles of incorporation, the secretary of state shall file and record the
articles. Upon the filing of articles of incorporation approved by the
director with the secretary of state, all persons named in the articles and
their successors shall become and be a corporation, which shall have the powers
and be subject to the duties and obligations prescribed by this title, and
whose existence shall continue from the date of the filing of such articles
until terminated pursuant to law; but such corporation shall not transact any
business except as is necessarily preliminary to its organization until it has
received a certificate of authority.
NEW
SECTION. Sec. 6. A
stock savings bank amending its articles of incorporation shall deliver
articles of amendment to the director for filing as required for articles of
incorporation. The articles of amendment shall set forth:
(1)
The name of the stock savings bank;
(2)
The text of each amendment adopted;
(3)
The date of each amendment's adoption;
(4)
If the amendment was adopted by the incorporators or board of directors without
shareholder action, a statement to that effect and that shareholder action was
not required; and
(5)
If shareholder action was required, a statement that the amendment was duly
approved by the shareholders in accordance with the provisions of RCW
32.32.490.
NEW
SECTION. Sec. 7.
Before any stock savings bank is authorized to do business, and within ninety
days after approval of the articles of incorporation or such other time as the
director may allow, it shall furnish proof satisfactory to the director that
such corporation has a paid-in capital in the amount determined by the
director, that the requisite surplus or reserve fund has been accumulated or
paid in cash, and that it has in good faith complied with all the requirements
of law and fulfilled all the conditions precedent to commencing business
imposed by this title. If so satisfied, and within thirty days after receipt
of such proof, the director shall issue under his or her hand and official
seal, in triplicate, a certificate of authority for such corporation. The
certificate shall state that the named corporation has complied with the
requirements of law and that it is authorized to transact the business of a
stock savings bank. However, the director may make his or her issuance of the
certificate to a stock savings bank authorized to accept deposits, conditional
upon the granting of deposit insurance by the federal deposit insurance corporation,
and in such event, shall set out such condition in a written notice which shall
be delivered to the corporation.
One
of the triplicate certificates shall be transmitted by the director to the
corporation and one of the other two shall be filed by the director in the
office of the secretary of state and shall be attached to the articles of
incorporation. However, if the issuance of the certificate is made conditional
upon the granting of deposit insurance by the federal deposit insurance corporation,
the director shall not transmit or file the certificate until such condition is
satisfied.
NEW
SECTION. Sec. 8. Every
corporation authorized by the laws of this state to do business as a stock
savings bank, which corporation shall have failed to organize and commence
business within six months after certificate of authority to commence business
has been issued by the director, shall forfeit its rights and privileges as
such corporation, which fact the director shall certify to the secretary of
state, and such certificate of forfeiture shall be filed and recorded in the
office of the secretary of state in the same manner as the certificate of
authority. However, the director may, upon showing of cause satisfactory to him
or her, issue an order under his or her hand and seal extending for not more
than three months the time within which such organization may be effected and
business commenced, such order to be transmitted to the office of the secretary
of state and filed and recorded.
NEW
SECTION. Sec. 9. At
any time not less than one year prior to the expiration of the time of the
existence of any mutual savings bank or stock savings bank, it may by written
application to the director, signed and verified by a majority of its directors
and approved in writing by the owners of not less than two-thirds of its
capital stock, apply to the director for leave to file amended articles of
incorporation, extending its time of existence. Prior to acting upon such
application, the director shall make such investigation of the applicant as he
or she deems necessary. If the director determines that the applicant is in
sound condition, that it is conducting its business in a safe manner and in
compliance with law and that no reason exists why it should not be permitted to
continue, he or she shall issue to the applicant a certificate authorizing it
to file amended articles of incorporation extending the time of its existence
until such time as it be dissolved by the act of its shareholders owning not
less than two-thirds of its stock, or until its certificate of authority
becomes revoked or forfeited by reason of violation of law, or until its
affairs be taken over by the director for legal cause and finally wound up by
him or her. Otherwise the director shall notify the applicant that he or she
refuses to grant such certificate. The applicant may appeal from such refusal
in the same manner as in the case of a refusal to grant an original certificate
of authority. Otherwise the determination of the director shall be conclusive.
Upon
receiving a certificate, as hereinabove provided, the applicant may file
amended articles of incorporation, extending the time of its existence for the
term authorized, to which shall be attached a copy of the certificate of the
director. Such articles shall be filed in the same manner and upon payment of
the same fees as for original articles of incorporation.
Should
any mutual savings bank or stock savings bank fail to continue its existence in
the manner provided and be not previously dissolved, the director shall at the
end of its original term of existence immediately take possession of the
corporation and wind up its affairs in the same manner as in the case of
insolvency.
NEW
SECTION. Sec. 10. (1)
Shares of a stock savings bank may, but need not be, represented by
certificates. Unless this title expressly provides otherwise, the rights and
obligations of shareholders are identical whether or not their shares are
represented by certificates. At a minimum, each share certificate must state
the information required to be stated and must be signed as provided in RCW
23B.06.250 and/or 23B.06.270 for corporations.
(2)
Unless the articles of incorporation or bylaws provide otherwise, the board of
directors of a stock savings bank may authorize the issue of some or all of the
shares of any or all of its classes or series without certificates. The
authorization does not affect shares already represented by certificates until
they are surrendered to the stock savings bank.
(3)
Within a reasonable time after the issue or transfer of shares without
certificates, the stock savings bank shall send the shareholder a written
statement of the information required to be stated on certificates under
subsection (1) of this section.
Sec.
11. RCW
30.08.020 and 1995 c 134 s 3 are each amended to read as follows:
Persons
desiring to incorporate a bank or trust company shall file with the director a
notice of their intention to organize a bank or trust company in such form and
containing such information as the director shall prescribe by rule, together
with proposed articles of incorporation, which shall be submitted for
examination to the director at his or her office ((in Olympia)).
The
proposed articles of incorporation shall state:
(1)
The name of such bank or trust company.
(2)
The city, village or locality and county where the head office of such
corporation is to be located.
(3)
The nature of its business, whether that of a commercial bank, or a trust
company.
(4)
The amount of its capital stock, which shall be divided into shares of a par or
no par value as may be provided in the articles of incorporation.
(5)
The names and places of residence and mailing addresses of the persons who as
directors are to manage the corporation until the first annual meeting of its
stockholders.
(6)
If there is to be preferred or special classes of stock, a statement of preferences,
voting rights, if any, limitations and relative rights in respect of the shares
of each class; or a statement that the shares of each class shall have the
attributes as shall be determined by the bank's board of directors from time to
time with the approval of the director.
(7)
Any provision granting the shareholders the preemptive right to acquire
additional shares of the bank and any provision granting shareholders the right
to cumulate their votes.
(8)
Any provision, not inconsistent with law, which the incorporators elect to set
forth in the articles of incorporation for the regulation of the affairs of the
corporation, including any provision restricting the transfer of shares, any
provision which under this title is required or permitted to be set forth in
the bylaws, and any provision permitted by RCW 23B.17.030.
(9)
Any provision the incorporators elect to so set forth, not inconsistent with
law or the purposes for which the bank is organized, or any provision limiting
any of the powers granted in this title.
It
shall not be necessary to set forth in the articles of incorporation any of the
corporate powers granted in this title. The articles of incorporation shall be
signed by all of the incorporators.
Sec.
12. RCW
30.08.080 and 1994 c 92 s 49 are each amended to read as follows:
At
any time not less than one year prior to the expiration of the time of the
existence of any bank((,)) or trust company ((or mutual
savings bank)), it may by written application to the director, signed and
verified by a majority of its directors and approved in writing by the owners
of not less than two-thirds of its capital stock, apply to the director for
leave to file amended articles of incorporation, extending its time of existence.
Prior to acting upon such application, the director shall make such
investigation of the applicant as he or she deems necessary. If the director
determines that the applicant is in sound condition, that it is conducting its
business in a safe manner and in compliance with law and that no reason exists
why it should not be permitted to continue, he or she shall issue to the
applicant a certificate authorizing it to file amended articles of
incorporation extending the time of its existence until such time as it be
dissolved by the act of its shareholders owning not less than two-thirds of its
stock, or until its certificate of authority becomes revoked or forfeited by
reason of violation of law, or until its affairs be taken over by the director
for legal cause and finally wound up by him or her. Otherwise the director
shall notify the applicant that he or she refuses to grant such certificate.
The applicant may appeal from such refusal in the same manner as in the case of
a refusal to grant an original certificate of authority. Otherwise the
determination of the director shall be conclusive.
Upon
receiving a certificate, as hereinabove provided, the applicant may file
amended articles of incorporation, extending the time of its existence for the
term authorized, to which shall be attached a copy of the certificate of the
director. Such articles shall be filed in the same manner and upon payment of
the same fees as for original articles of incorporation.
Should
any bank((,)) or trust company ((or mutual savings bank))
fail to continue its existence in the manner herein provided and be not
previously dissolved, the director shall at the end of its original term of
existence immediately take possession thereof and wind up the same in the same
manner as in the case of insolvency.
Sec.
13. RCW
32.04.020 and 1997 c 101 s 5 are each amended to read as follows:
Unless
the context clearly requires otherwise, the definitions in this section apply
throughout this title.
(1)
The use of the term "savings bank" or "mutual savings
bank" refers to ((mutual)) savings banks ((and)) organized
under chapter 32.08 or chapter 32.-- RCW (sections 1 through 10 of this act) or
converted ((mutual savings banks only)) under chapter 32.32 or 33.44
RCW.
(2)
The use of the words "mutual savings" as part of a name under which
business of any kind is or may be transacted by any person, firm, or
corporation, except such as were organized and in actual operation on June 9,
1915, or as may be thereafter ((organized and)) operated under the
requirements of this title is hereby prohibited.
(3)
The use of the term "director" refers to the director of financial
institutions.
(4)
The use of the word "branch" refers to an established office or
facility other than the principal office, at which employees of the savings
bank take deposits. The term "branch" does not refer to a machine
permitting customers to leave funds in storage or communicate with savings bank
employees who are not located at the site of that machine, unless employees of
the savings bank at the site of that machine take deposits on a regular basis.
An office of an entity other than the savings bank is not established by the
savings bank, regardless of any affiliation, accommodation arrangement, or
other relationship between the other entity and the savings bank.
Sec.
14. RCW
32.04.080 and 1994 c 256 s 95 and 1994 c 92 s 297 are each reenacted and
amended to read as follows:
A
mutual savings bank may provide for pensions or retirement benefits for
its disabled or superannuated employees or health insurance benefits for its
employees and may pay a part or all of the cost of providing such pensions or
benefits in accordance with a plan adopted by its board of trustees or a
board committee, none of whose members is an officer of the bank. The
board of trustees of a savings bank or such a committee of the board may
set aside from current earnings reserves in such amounts as the board or the
committee shall deem wise to provide for the payment of future pensions or
benefits.
Sec.
15. RCW
32.04.082 and 1957 c 80 s 7 are each amended to read as follows:
With
respect to pension payments or retirement or health insurance benefits
payable by a mutual savings bank to any employee heretofore or hereafter
retired, such bank may waive all or any part of any offsets thereto
attributable to social security benefits receivable by such employee.
Sec.
16. RCW
32.04.085 and 1994 c 256 s 96 and 1994 c 92 s 298 are each reenacted and
amended to read as follows:
Any
pension payment or retirement or health insurance benefits payable by a
mutual savings bank to a former officer or employee, or to a person or persons
entitled thereto by virtue of service performed by such officer or employee, in
the discretion of a majority of all the trustees of such bank, may be
supplemented from time to time. The board of trustees of a savings bank or
a board committee, none of whose members is an officer of the bank, may set
aside from current earnings, reserves in such amounts as the board or the
committee shall deem appropriate to provide for the payments of future
supplemental payments.
Sec.
17. RCW
32.08.140 and 1996 c 2 s 23 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 ((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 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((, if upon
a finding by the director that a determination made by a regulatory or judicial
authority of competent jurisdiction will result in the imposition, on a
transaction subject to RCW 32.32.500, of the concentration limits specified in
RCW 30.49.125(6), notwithstanding the concentration limits specifically applied
by RCW 32.32.500(3))).
(17)
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)
To do all other acts authorized by this title.
(19)
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.
18. RCW
32.08.142 and 1996 c 2 s 24 are each amended to read as follows:
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 a
federal mutual savings bank had on July 28, 1985, or a subsequent date not
later than ((June 6, 1996)) the effective date of this act. As
used in this section, "powers and authorities" include without
limitation powers and authorities in corporate governance matters.
The restrictions, limitations, and requirements applicable to
specific powers or authorities of federal mutual savings banks shall apply to
mutual savings banks 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 mutual
savings banks solely under this section.
Sec.
19. RCW
32.08.146 and 1996 c 2 s 25 are each amended to read as follows:
A
mutual savings bank may exercise the powers and authorities granted, after ((June
6, 1996)) the effective date of this act, to federal mutual savings
banks or their successors under federal law, only if the director finds that
the exercise of such powers and authorities:
(1)
Serves the convenience and advantage of depositors and borrowers; and
(2)
Maintains the fairness of competition and parity between state-chartered
savings banks and federal savings banks or their successors under federal law.
As
used in this section, "powers and authorities" include without
limitation powers and authorities in corporate governance matters.
The restrictions, limitations, and requirements applicable to
specific powers or authorities of federal mutual savings banks or their
successors under federal law shall apply to mutual savings banks 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 mutual savings banks solely under this section.
Sec.
20. RCW
32.12.020 and 1996 c 2 s 27 are each amended to read as follows:
The
sums deposited with any savings bank, together with any dividends or interest
credited thereto, shall be repaid to the depositors thereof respectively, or to
their legal representatives, after demand in such manner, and at such times,
and under such regulations, as the board of trustees shall prescribe, subject
to the provisions of this section and chapter 30.22 RCW. These regulations
shall be available to depositors upon request, and shall be posted in a
conspicuous place in the principal office and each branch in this state or, if
the regulations are not so posted, a description of changes in the regulations
after an account is opened shall be mailed to depositors pursuant to 12 U.S.C.
Sec. 4305(c) or otherwise. All such rules and regulations, and all amendments
thereto, from time to time in effect, shall be binding upon all depositors.
(1)
Such bank may at any time by a resolution of its board of trustees require a
notice of not more than six months before repaying deposits, in which event no
deposit shall be due or payable until the required notice of intention to
withdraw the same shall have been personally given by the depositor: PROVIDED,
That such bank at its option may pay any deposit or deposits before the
expiration of such notice. But no bank shall agree with its depositors or any
of them in advance to waive the requirement of notice as herein provided:
PROVIDED, That the bank may create a special class of depositors who shall be
entitled to receive their deposits upon demand.
(2)
((Except as provided in subdivisions (3), (4), and (5) of this section))
The savings bank ((shall not)) may pay ((any))
dividend((,)) or interest, or repay a deposit((,)) or
portion thereof, ((or)) upon receipt of information in written, oral,
visual, electronic, or other form satisfactory to such bank, that the recipient
is entitled to receipt, and may pay any check drawn upon it by a depositor
((unless the certificate of deposit is produced or bears a legend stating it
may be paid without production, or the passbook of the depositor is produced
and the proper entry is made therein, at the time of the payment.
(3)
The board of trustees of any such bank may by its bylaws provide for making
payments in cases of loss of passbook or certificate of deposit, or other
exceptional cases where the passbooks or certificates of deposit cannot be
produced without loss or serious inconvenience to depositors, the right to make
such payments to cease when so directed by the director upon his or her being
satisfied that such right is being improperly exercised by any such bank; but
payments may be made at any time upon the judgment or order of a court.
(4)
The board of trustees of any such bank may by its bylaws provide for making
payments to depositors at their request, of dividends or interest payable on
any deposit, without requiring the production of the passbook or certificate of
deposit of the depositor, and any payment made in accordance with any such
request and the receipt or acquittance of the one to whom such payment is made
shall be a valid and sufficient release and discharge to such savings bank for
all payments made on account of such request prior to receipt by such savings
bank of notice in writing not to pay such sums in accordance with the terms of
such request.
(5)
The issuance of a passbook or certificate of deposit may be omitted for any
account if an adequate record thereof is maintained, in lieu of a passbook or
certificate of deposit, on which shall be entered deposits, withdrawals, and
interest credited: PROVIDED, That in any event a passbook shall be issued upon
the request of any passbook account depositor)).
Sec.
21. RCW
32.12.090 and 1994 c 256 s 101 are each amended to read as follows:
(1)
Every savings bank shall regulate the rate of interest upon the amounts to the
credit of depositors therewith, in such manner that depositors shall receive as
nearly as may be all the earnings of the bank after transferring the amount
required by RCW 32.08.120 and such further amounts as its trustees may deem it
expedient and for the security of the depositors to transfer to the guaranty
fund, which to the amount of ten percent of the amount due its depositors the
trustees shall gradually accumulate and hold. Such trustees may also deduct
from its net earnings, and carry as reserves for losses, or other
contingencies, or as undivided profits, such additional sums as they may deem
wise.
(2)
Every savings bank may classify its depositors according to the local
market, character, amount, regularity, or duration of their dealings with
the savings bank, and may regulate the interest in such manner that each
depositor shall receive the same ratable portion of interest as all others of
his or her class.
(3)
Unimpaired contributions to the initial guaranty fund and to the expense fund,
made by the incorporators or trustees of a savings bank, shall be entitled to
have dividends apportioned thereon, which may be credited and paid to such
incorporators or trustees.
Whenever
the guaranty fund of any savings bank is sufficiently large to permit the
return of such contributions, the contributors may receive interest thereon not
theretofore credited or paid at the same rate paid to depositors.
(4)
A savings bank may pay interest on deposits at such rates as its board or a
committee or officer designated by the board shall from time to time determine.
(5)
The trustees of any savings banks, other than a stock savings bank, whose
undivided profits and guaranty fund, determined in the manner prescribed in RCW
32.12.070, amount to more than twenty-five percent of the amount due its
depositors, shall at least once in three years divide equitably the
accumulation beyond such twenty-five percent as an extra dividend to depositors
in excess of the regular dividend authorized.
(6)
A notice posted conspicuously in a savings bank of a change in the rate of
interest shall be equivalent to a personal notice.
Sec.
22. RCW
32.16.040 and 1985 c 56 s 9 are each amended to read as follows:
(((1)))
A quorum at any regular or special or adjourned meeting of the board of
trustees shall consist of not less than five of whom the chief executive
officer shall be one, except when he or she is prevented from attending
by sickness or other unavoidable detention, when he or she may be
represented in forming a quorum by such other officer as the board may
designate; but less than a quorum shall have power to adjourn from time to time
until the next regular meeting. However, a savings bank may adopt procedures
which provide that, in the event of a national emergency, any trustee may act
on behalf of the board to continue the operations of the savings bank. For
purposes of this subsection, a national emergency is an emergency declared by
the president of the United States or the person performing the president's
functions, or a war, or natural disaster.
Regular
meetings of the board of trustees shall be held as established from time to
time by the board, not less than ((nine)) six times during each year.
(((2)
The board of trustees shall by resolution duly recorded in the minutes,
designate an officer or officers whose duty it shall be to prepare and submit
to the trustees at each regular meeting of the board, or to an executive
committee of not less than five members of such board, a written statement of
the purchases and sales of securities, and of loans, made since the last
regular meeting of the board. The statement shall be in such form as the board
from time to time shall determine and there may be omitted from the statement
such purchases and sales of securities and such loans as determined by the
board.))
Sec.
23. RCW
32.16.050 and 1985 c 56 s 10 are each amended to read as follows:
(1)
A trustee of a savings bank shall not directly or indirectly receive any pay or
emolument for services as trustee, except as provided in this section.
(2)
A trustee may receive, by affirmative vote of a majority of all the trustees,
reasonable compensation for (a) attendance at meetings of the board of
trustees; (b) service as an officer of the savings bank, provided his or her
duties as officer require and receive his or her regular and faithful
attendance at the savings bank; (c) service in appraising real property for the
savings bank; and (d) service as a member of a committee of the board of
trustees: PROVIDED, That a trustee receiving compensation for service as an
officer pursuant to (b) shall not receive any additional compensation for
service under (a), (c), or (d).
(3)
An attorney for a savings bank, although he or she is a trustee thereof,
may receive a reasonable compensation for his or her professional
services, including examinations and certificates of title to real property on
which mortgage loans are made by the savings bank; or if the bank requires the
borrowers to pay all expenses of searches, examinations, and certificates of
title, including the drawing, perfecting, and recording of papers, such
attorney may collect of the borrower and retain for his or her own use
the usual fees for such services, excepting any commissions as broker or on
account of placing or accepting such mortgage loans.
(4)
All incentive compensation, bonus, or supplemental compensation plans for
officers and employees of a savings bank shall be approved by a majority of
nonofficer trustees of the savings bank or approved by a committee of not
less than three trustees, none of whom shall be officers of the savings bank.
No such plan shall permit any officer or employee of a savings bank who has or
exercises final authority with regard to any loan or investment to receive any
commission on such loan or investment.
(5)
If an officer or attorney of a savings bank receives, on any loan made by the
bank, any commission which he or she is not authorized by this section
to retain for his or her own use, he or she shall immediately pay
the same over to the savings bank.
Sec.
24. RCW
32.20.010 and 1977 ex.s. c 241 s 2 are each amended to read as follows:
The
words "mutual savings bank" and "savings bank," whenever
used in this chapter, shall mean a mutual savings bank organized and existing
under the laws of the state of Washington.
The
words "its funds," whenever used in this chapter, shall mean and
include moneys deposited with or borrowed by a mutual savings bank, sums
credited to the guaranty fund of a mutual savings bank, and the income derived
from such deposits or fund, or both, and the principal balance of any
outstanding capital notes, and capital debentures.
Sec.
25. RCW
32.20.020 and 1955 c 13 s 32.20.020 are each amended to read as follows:
A
mutual savings bank shall have the power to invest its funds in the manner ((hereinafter))
set forth in chapter 32.08 RCW and in this chapter ((specified))
and not otherwise.
Sec.
26. RCW
32.20.330 and 1985 c 56 s 13 are each amended to read as follows:
A
mutual savings bank may invest in loans to sole proprietorships,
partnerships, limited liability companies, corporations, or other entities, or
in preferred stock((,)) or ((in)) discounted or other
interest bearing obligations issued, guaranteed, or assumed by limited
liability companies or corporations commonly accepted as industrial
corporations or engaged in communications, transportation, agriculture,
furnishing utility ((or telephone)) professional services,
manufacturing, construction, mining, fishing, processing or
merchandising of goods, food, or information, banking, or commercial or
consumer financing, doing business or incorporated under the laws of
the United States, or any state thereof, or the District of Columbia, or the
Dominion of Canada, or any province thereof, subject to the following
conditions:
(1)
Not more than two percent of ((said)) the bank's funds shall be
invested, pursuant to this section, in ((securities of any one such
corporation, pursuant to this section)) the aggregate of loans to and
preferred stock and obligations of any person, as defined in RCW
32.32.228(1)(c), and such person's affiliates, as defined in RCW 32.32.025(1),
incorporating the definition of control in RCW 32.32.025(8).
(2)
Such loans or securities shall be prudent investments.
(3)
Pursuant to this section, the total amount a savings bank may invest shall not
exceed fifty percent of its funds, and not more than fifteen percent of the
bank's funds may be invested in such loans to or securities of any
industry.
NEW
SECTION. Sec. 27. A
new section is added to chapter 32.20 RCW to read as follows:
A
mutual savings bank may invest in loans or securities that are qualified thrift
investments for a savings association subject to the limits specified in 12
U.S.C. Sec. 1467a(m).
Sec.
28. RCW
32.20.400 and 1981 c 86 s 7 are each amended to read as follows:
A mutual
savings bank may invest not to exceed twenty percent of its funds pursuant
to this section in loans for home or property repairs, alterations,
appliances, improvements, or additions, home furnishings, for installation of
underground utilities, for educational purposes, or for nonbusiness family
purposes: PROVIDED, That the application therefor shall state that the
proceeds are to be used for one of the above purposes.
Sec.
29. RCW
32.20.445 and 1989 c 180 s 8 are each amended to read as follows:
A
savings bank may invest its funds in the stock and other securities and
obligations of a savings or banking institution or holding company
thereof if the deposits of the savings or banking institution are
insured by the federal deposit insurance corporation((, the federal savings
and loan insurance corporation,)) or any other federal instrumentalities
established to carry on substantially the same functions as such corporations((:
PROVIDED, That the savings bank shall own not less than fifty-one percent of
the outstanding stock having voting power)).
Sec.
30. RCW
32.32.500 and 1996 c 2 s 28 are each amended to read as follows:
(1)
A savings bank may merge with, consolidate with, convert into, acquire a branch
or branches of, or sell its branch or branches to any ((other financial
institution chartered or authorized to do business in this state under Titles
30, 32, or 33 RCW or under the federal laws relating to)) depository
institutions as defined in 12 U.S.C. Sec. 461 or financial institution
chartered or authorized to do business under the laws of any ((other))
state, territory, province, or other jurisdiction of the United States or
another nation, or to a holding company or subsidiary thereof, subject
to the approval of (a) the director of financial institutions if the surviving
institution is one chartered under Title 30, 31, 32, or 33 RCW, or (b)
if the surviving institution is to be a bank, savings bank, savings and loan
association, or other depository institution that is federally chartered under
the laws of the United States, the federal regulatory authority having
jurisdiction over the transaction under the applicable laws, or (c) if the
surviving institution is to be a bank, savings bank, savings and loan
association, or other depository or financial institution that is chartered
under the laws of another state or territory of the United States, the
regulatory authority having jurisdiction over that transaction under the
applicable laws, or (d) if the surviving institution is to be a bank, savings
bank, savings and loan association, or other depository or financial
institution that is chartered under the laws of a nation other than the United
States or of a state, territory, province, or other jurisdiction of such
nation, the director of financial institutions, or (e) if the surviving
institution is to be a bank holding company, the Federal Reserve Board or its
successor under 12 U.S.C. Sec. 1842 (a) and (d).
(2)
In the case of a liquidation, acquisition, merger, consolidation, or conversion
of a converted savings bank, chapter 32.34 RCW shall apply.
(3)
The concentration limits applicable to these transactions, pursuant to 12
U.S.C. Sec. 1831u(b)(2)(C) with respect to interstate transactions, shall be
those imposed pursuant to 12 U.S.C. Sec. 1828(c)(5), as applied by the federal
regulatory authority having jurisdiction over that transaction under the
applicable law, in lieu of the concentration limits of 12 U.S.C. Sec.
1831u(b)(2)(B).
Sec. 31. RCW
32.32.520 and 1981 c 85 s 103 are each amended to read as follows:
The
"funds" of a converted savings bank, as the term is used in Title 32
RCW, shall mean deposits, sums credited to the liquidation account, capital
stock, the principal balance of any outstanding capital notes, capital
debentures, borrowings, undivided profits and income derived from the
foregoing or the proceeds of the foregoing as listed in this section.
Sec.
32. RCW
32.34.010 and 1994 c 92 s 406 are each amended to read as follows:
(1)
A domestic savings bank formed or converted under this title may convert
itself into a state or federal credit union or a federal mutual or stock
savings bank, national bank or, within the meaning of chapter 30.49 RCW, a
resulting state bank. The conversion shall be effected, notwithstanding
any restrictions, limitations, and requirements of law:
(a)
In the case of the conversion of a mutual savings bank without
capital stock to a state or federal credit union or a federal mutual savings
bank, by the vote of two-thirds of the trustees at a regular or special
meeting of the trustees called for such purpose;
(b)
In the case of the conversion of a stock savings bank to a federal
stock savings bank, national bank or, within the meaning of chapter 30.49 RCW,
a resulting state bank, by the vote of a majority of the stockholders
present, in person or by proxy, at a regular or special meeting of the
stockholders called for such purpose;
(c)
In the case of the conversion of a savings bank to a federal credit union,
federal savings bank, or national bank, in compliance with the procedure, if
any, prescribed by the laws of the United States.
(2)
Notice of the meeting, stating the purpose thereof, shall be given the director
at least thirty days prior to the meeting. If the conversion is authorized by
the trustees or stockholders at the meeting, the trustees or stockholders are
authorized and shall effect such action, and the officers of the savings bank
shall execute all proper conveyances, documents, and other papers necessary or
proper thereunto. If conversion is authorized, a copy of the minutes of the
meeting shall be filed forthwith with the director.
(3)
Upon consummation of the conversion, the successor credit union, federal
savings bank, national bank, or resulting state bank shall succeed to
all right, title, and interest of the mutual or stock bank, respectively,
in and to its assets and to its liabilities to the creditors of the savings
bank. Upon the conversion, after the execution and delivery of all instruments
of transfer, conveyance, and assignment, the domestic savings bank shall be
deemed dissolved.
(4)
Every federal savings bank, the home office of which is located in this state,
and the savings accounts therein, have all the rights, powers, and privileges
and are entitled to the same immunities and exemptions as pertain to savings
banks organized under the laws of this state.
Sec.
33. RCW
32.34.020 and 1994 c 92 s 407 are each amended to read as follows:
(1)
A federal savings bank, the home office of which is located in this state, a
national bank, the head office of which is located in this state, or a state
commercial bank incorporated under chapter 30.08 RCW or resulting under chapter
30.49 RCW may convert itself into a domestic savings bank under this title
upon approval by the director. For any such conversion, the federal savings
bank, national bank, or state commercial bank shall proceed as provided
in this chapter for the conversion of a domestic savings bank into a federal
savings bank, national bank, or resulting bank under chapter 30.49 RCW.
The conversion shall be effected by the vote of a majority of the members or
stockholders present, in person or by proxy, at a regular or special meeting of
the members or stockholders called for such purpose.
(2)
Upon consummation of the conversion, the successor domestic savings bank shall
succeed to all right, title, and interest of the federal savings bank in and to
its assets, and to its liabilities to the creditors of such federal savings
bank, national bank, or a state bank.
NEW
SECTION. Sec. 34. A
new section is added to chapter 32.34 RCW to read as follows:
(1)
The conversion of a stock savings bank to a savings bank without capital stock
requires the affirmative vote or written consent of two-thirds of the directors
of the savings bank and requires the affirmative vote of two-thirds of the
outstanding stock of the savings bank. The conversion shall proceed as
prescribed in chapter 32.32 RCW subject to the authority of the director under
RCW 32.32.010 and is complete upon the payment into the guaranty fund of the
resulting savings bank without capital stock of any surplus remaining after
satisfaction of all debts and liabilities of the savings bank, including but
not limited to liabilities to dissenting shareholders under RCW 32.34.060.
(2)
Any stock savings bank may provide in its articles of incorporation for a
higher percentage of affirmative shareholder votes to approve a conversion to a
savings bank without capital stock.
Sec.
35. RCW
32.34.060 and 1994 c 256 s 116 are each amended to read as follows:
(1)
Any holder of shares of a savings bank shall be entitled to receive the value
of these shares, as specified in subsection (2) of this section, if (a) the
savings bank is voluntarily liquidating, converting to a savings bank
without capital stock, being acquired, merging, or consolidating, (b) the
shareholder voted, in person or by proxy, against the liquidation, conversion,
acquisition, merger, or consolidation, at a meeting of shareholders called for
the purpose of voting on such transaction, and (c) the shareholder delivers a
written demand for payment, with the stock certificates, to the savings bank
within thirty days after such meeting of shareholders. The value of shares
shall be paid in cash, within ten days after the later of the effective date of
the transaction or the completion of the appraisal as specified in subsection
(2) of this section.
(2)
The value of such shares shall be determined as of the close of business on the
business day before the shareholders' meeting at which the shareholder
dissented, 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 institution that
will survive the transaction, and the third by the two so chosen. The
valuation agreed upon by any two appraisers shall govern. If such appraisal is
not completed by the later of the effective date of the transaction or the
thirty-fifth day after receipt of the written demand and stock certificates,
the director shall cause an appraisal to be made.
(3)
The dissenting shareholders shall bear, on a pro rata basis based on the number
of dissenting shares owned, the cost of their appraisal and one-half of the cost
of a third appraisal, and the surviving institution shall bear the cost of its
appraisal and one-half 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 surviving institution, with the dissenting
shareholders sharing their half of the cost on a pro rata basis based on the
number of dissenting shares owned.
The
institution that is to survive the transaction may fix an amount which it considers
to be not more than the fair market value of the shares of a savings bank at
the time of the stockholder's meeting approving the transaction, which it will
pay dissenting shareholders entitled to payment in cash. The amount due under
such accepted offer or under the appraisal shall constitute a debt of the
surviving institution.
NEW
SECTION. Sec. 36. RCW
32.20.160 and 1955 c 13 s 32.20.160 are each repealed.
NEW
SECTION. Sec. 37. Sections
1 through 10 of this act constitute a new chapter in Title 32 RCW.
NEW
SECTION. Sec. 38. 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.
