| Passed by the House March 7, 2013 Yeas 89 ________________________________________ Speaker of the House of Representatives Passed by the Senate April 12, 2013 Yeas 42 ________________________________________ President of the Senate | I, Barbara Baker, Chief Clerk of the House of Representatives of the State of Washington, do hereby certify that the attached is ENGROSSED SUBSTITUTE HOUSE BILL 1325 as passed by the House of Representatives and the Senate on the dates hereon set forth. ________________________________________ Chief Clerk | |
| Approved ________________________________________ Governor of the State of Washington | Secretary of State State of Washington |
| State of Washington | 63rd Legislature | 2013 Regular Session |
READ FIRST TIME 02/11/13.
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 a contingent effective date; and providing a contingent expiration date.
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; and
(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 must be the same for banks, savings banks, and savings
associations, and there may be a separate rate for trust companies that
must 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 loan or extension of credit made by a bank
or trust company does not violate this section if the loan or extension
of credit would qualify for an exception to the lending limit for a
national bank under rules adopted by the United States office of the
comptroller of the currency, or successor federal agency with authority
over national banks and federal savings associations.
(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
(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.)) 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 in
section 32.2 of Title 12 of the United States code of federal
regulations, 12 C.F.R. Sec. 32.2, except that "loans and extensions of
credit" also includes 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.
(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
(((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 that was within the limit on
loans and extensions of credit when made is not a violation but will be
treated as nonconforming if the loan or extension of credit is no
longer in conformity with the bank's or trust company's limit on loans
and extensions of credit because:
(i) The bank's or trust company'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 or trust company shall make reasonable efforts to bring
a loan or extension of credit that is nonconforming under (a)(i) of
this subsection into conformity with the bank's or trust company's
limit on loans and extensions of credit unless to do so would be
inconsistent with safe and sound banking practices.
(c) A bank or trust company must bring a loan or extension of
credit that is nonconforming under (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 or trust company's control prevent the bank or trust company
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 under 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)(a) 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.
(b) A ((corporation)) person shall not engage in a trust business
except in compliance with and subject to the provisions of this title.
This subsection (1)(b) does not apply to: (i) An individual, sole
proprietor, general partnership, or joint venture composed of
individuals; (ii) a person conducting business as an attorney-at-law or
law firm; or (iii) a court-appointed guardian, conservator, trustee, or
receiver.
(c) A bank shall not engage in a trust business except as
authorized under this title.
(d) A bank or trust company shall not establish any branch except
in accordance with the provisions of this title.
(e) 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 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 if it 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.
This subsection does not apply to a person conducting business as an
attorney-at-law or law firm or to a court-appointed guardian,
conservator, trustee, or receiver.
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.)) 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.
(17)
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:)) 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.
(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
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 is immune from criminal, civil, and administrative
liability 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—
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))
would be permitted to establish or acquire((,)) and maintain branches
in ((that)) Washington 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 were 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
is 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.)) To exercise the powers and authorities conferred by RCW
30.04.215((
(16).));
(((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.)) To exercise the powers and authorities conferred by RCW
30.04.215((
(16).));
(((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 provision 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 has 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 is immune from criminal, civil, and administrative
liability 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 is 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.