| Passed by the Senate February 12, 2014 YEAS 49 BRAD OWEN ________________________________________ President of the Senate Passed by the House March 5, 2014 YEAS 98 FRANK CHOPP ________________________________________ Speaker of the House of Representatives | I, Hunter G. Goodman, Secretary of the Senate of the State of Washington, do hereby certify that the attached is SENATE BILL 6135 as passed by the Senate and the House of Representatives on the dates hereon set forth. HUNTER G. GOODMAN ________________________________________ Secretary | |
| Approved March 17, 2014, 3:25 p.m. JAY INSLEE ________________________________________ Governor of the State of Washington | March 17, 2014 Secretary of State State of Washington |
| State of Washington | 63rd Legislature | 2014 Regular Session |
Read first time 01/16/14. Referred to Committee on Financial Institutions, Housing & Insurance.
AN ACT Relating to the modernization, clarification, reorganization, and amendment of the laws respecting the charter and regulation of Washington state nondepository trust companies, fiduciary activities and trust business of state commercial banks, alien banks, state savings banks, and state savings associations, and fiduciary activities and trust business of other trust institutions and persons engaging in trust business in this state; amending RCW 30.04.010, 30.04.020, 30.04.025, 30.04.030, 30.04.050, 30.04.060, 30.04.070, 30.04.075, 30.04.111, 30.04.120, 30.04.127, 30.04.129, 30.04.140, 30.04.212, 30.04.214, 30.04.215, 30.04.220, 30.04.225, 30.04.230, 30.04.232, 30.04.240, 30.04.260, 30.04.285, 30.04.330, 30.04.375, 30.04.380, 30.04.390, 30.04.400, 30.04.405, 30.04.410, 30.04.450, 30.04.455, 30.04.460, 30.04.465, 30.04.470, 30.04.475, 30.04.500, 30.04.505, 30.04.510, 30.04.515, 30.04.555, 30.04.560, 30.04.570, 30.08.020, 30.08.025, 30.08.030, 30.08.055, 30.08.060, 30.08.070, 30.08.080, 30.08.081, 30.08.084, 30.08.086, 30.08.087, 30.08.140, 30.08.140, 30.08.150, 30.08.180, 30.12.020, 30.12.025, 30.12.030, 30.12.040, 30.12.0401, 30.12.042, 30.12.044, 30.12.047, 30.12.060, 30.12.070, 30.12.090, 30.12.100, 30.12.110, 30.12.180, 30.12.190, 30.12.205, 30.12.220, 30.12.240, 30.16.010, 30.20.005, 30.20.025, 30.20.060, 30.20.090, 30.22.041, 30.22.120, 30.22.130, 30.22.190, 30.22.220, 30.32.010, 30.32.020, 30.32.030, 30.32.040, 30.36.010, 30.36.020, 30.36.030, 30.36.040, 30.38.010, 30.38.030, 30.38.070, 30.42.020, 30.42.060, 30.42.070, 30.42.090, 30.42.105, 30.42.115, 30.42.120, 30.42.130, 30.42.155, 30.42.280, 30.42.310, 30.42.340, 30.44.010, 30.44.020, 30.44.030, 30.44.040, 30.44.050, 30.44.100, 30.44.110, 30.44.120, 30.44.150, 30.44.160, 30.44.170, 30.44.180, 30.44.190, 30.44.200, 30.44.210, 30.44.220, 30.44.230, 30.44.240, 30.44.250, 30.44.270, 30.44.280, 30.46.010, 30.46.020, 30.46.030, 30.46.040, 30.46.050, 30.46.060, 30.46.070, 30.46.080, 30.46.090, 30.49.020, 30.49.070, 30.49.125, 30.56.050, 30.56.060, 32.08.210, and 33.12.010; amending 2013 c 76 s 33 (uncodified); reenacting and amending RCW 30.04.125, 30.04.130, 30.04.180, 30.04.210, 30.08.010, 30.08.082, 30.08.090, 30.08.092, 30.08.190, 30.12.010, and 30.22.040; adding a new section to chapter 32.04 RCW; adding a new section to chapter 33.04 RCW; adding new titles to the Revised Code of Washington to be codified as Title 30A and 30B RCW; creating new sections; recodifying RCW 30.04.010, 30.04.020, 30.04.025, 30.04.030, 30.04.045, 30.04.050, 30.04.060, 30.04.070, 30.04.075, 30.04.111, 30.04.112, 30.04.120, 30.04.125, 30.04.127, 30.04.129, 30.04.130, 30.04.140, 30.04.180, 30.04.210, 30.04.212, 30.04.214, 30.04.215, 30.04.217, 30.04.220, 30.04.225, 30.04.230, 30.04.232, 30.04.238, 30.04.240, 30.04.260, 30.04.280, 30.04.285, 30.04.295, 30.04.300, 30.04.330, 30.04.375, 30.04.380, 30.04.390, 30.04.395, 30.04.400, 30.04.405, 30.04.410, 30.04.450, 30.04.455, 30.04.460, 30.04.465, 30.04.470, 30.04.475, 30.04.500, 30.04.505, 30.04.510, 30.04.515, 30.04.550, 30.04.555, 30.04.560, 30.04.565, 30.04.570, 30.04.575, 30.04.600, 30.04.605, 30.04.610, 30.04.650, 30.04.901, 30.08.010, 30.08.020, 30.08.025, 30.08.030, 30.08.040, 30.08.050, 30.08.055, 30.08.060, 30.08.070, 30.08.080, 30.08.081, 30.08.082, 30.08.083, 30.08.084, 30.08.086, 30.08.087, 30.08.088, 30.08.090, 30.08.092, 30.08.140, 30.08.150, 30.08.160, 30.08.170, 30.08.180, 30.08.190, 30.12.010, 30.12.020, 30.12.025, 30.12.030, 30.12.040, 30.12.0401, 30.12.042, 30.12.044, 30.12.045, 30.12.046, 30.12.047, 30.12.060, 30.12.070, 30.12.090, 30.12.100, 30.12.110, 30.12.115, 30.12.120, 30.12.130, 30.12.180, 30.12.190, 30.12.205, 30.12.220, 30.12.230, 30.12.240, 30.16.010, 30.20.005, 30.20.025, 30.20.060, 30.20.090, 30.22.010, 30.22.020, 30.22.030, 30.22.040, 30.22.041, 30.22.050, 30.22.060, 30.22.070, 30.22.080, 30.22.090, 30.22.100, 30.22.110, 30.22.120, 30.22.130, 30.22.140, 30.22.150, 30.22.160, 30.22.170, 30.22.180, 30.22.190, 30.22.200, 30.22.210, 30.22.220, 30.22.230, 30.22.240, 30.22.245, 30.22.250, 30.22.260, 30.22.900, 30.22.901, 30.22.902, 30.24.080, 30.32.010, 30.32.020, 30.32.030, 30.32.040, 30.36.010, 30.36.020, 30.36.030, 30.36.040, 30.36.050, 30.38.005, 30.38.010, 30.38.015, 30.38.020, 30.38.030, 30.38.040, 30.38.050, 30.38.060, 30.38.070, 30.38.080, 30.38.900, 30.42.010, 30.42.020, 30.42.030, 30.42.040, 30.42.050, 30.42.060, 30.42.070, 30.42.080, 30.42.090, 30.42.100, 30.42.105, 30.42.115, 30.42.120, 30.42.130, 30.42.140, 30.42.145, 30.42.150, 30.42.155, 30.42.160, 30.42.170, 30.42.180, 30.42.190, 30.42.200, 30.42.210, 30.42.220, 30.42.230, 30.42.240, 30.42.250, 30.42.260, 30.42.270, 30.42.280, 30.42.290, 30.42.300, 30.42.310, 30.42.320, 30.42.330, 30.42.340, 30.42.900, 30.43.005, 30.44.010, 30.44.020, 30.44.030, 30.44.040, 30.44.050, 30.44.060, 30.44.070, 30.44.080, 30.44.090, 30.44.100, 30.44.110, 30.44.120, 30.44.130, 30.44.140, 30.44.150, 30.44.160, 30.44.170, 30.44.180, 30.44.190, 30.44.200, 30.44.210, 30.44.220, 30.44.230, 30.44.240, 30.44.250, 30.44.260, 30.44.270, 30.44.280, 30.46.010, 30.46.020, 30.46.030, 30.46.040, 30.46.050, 30.46.060, 30.46.070, 30.46.080, 30.46.090, 30.46.100, 30.49.010, 30.49.020, 30.49.030, 30.49.040, 30.49.050, 30.49.060, 30.49.070, 30.49.080, 30.49.090, 30.49.100, 30.49.110, 30.49.120, 30.49.125, 30.49.130, 30.56.010, 30.56.020, 30.56.030, 30.56.040, 30.56.050, 30.56.060, 30.56.070, 30.56.080, 30.56.090, 30.56.100, 30.60.010, 30.60.020, 30.60.030, 30.60.900, 30.60.901, 30.98.010, 30.98.020, 30.98.030, 30.98.040, 30.98.050, and 30.98.060; repealing RCW 30.08.155, 30.53.010, 30.53.020, 30.53.030, 30.53.040, 30.53.050, 30.53.060, 30.53.070, and 30.53.080; prescribing penalties; providing an effective date; providing a contingent effective date; and providing a contingent expiration date.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF WASHINGTON:
NEW SECTION. Sec. 1
(1) Banking institutions and trust companies provide essential and
valuable fiduciary management services to consumers, businesses, and
nonprofit organizations in the state of Washington;
(2) There is a critical public need to encourage and promote the
revitalization and growth of the state's financial sector and realize
its potential as an alternative global financial services hub;
(3) The fulfillment of this potential can best be achieved by
taking measures to:
(a) Clarify prudential standards of professional fiduciary
management to provide assurances to state, national, and international
owners and managers of wealth;
(b) Promote flexibility in the management of asset portfolios to
respond to ever changing global conditions; and
(c) Provide certainty and clear expectations for owners of wealth,
asset managers, and their respective advisors;
(4) Banking institutions and nondepositary trust companies in the
state of Washington will be better prepared to continue providing
professional fiduciary management services effectively if laws of the
state's banking institutions and nondepositary trust companies are
modernized, clarified, reorganized and, with respect to some
situations, amended;
(5) There is a need for improved services and reduced costs for
trust institution clients and customers and other consumers in this
state through modernization of state law to clarify and thereby promote
the delegation by trust institutions of fiduciary functions to
qualified third-party professionals, to authorize clients to designate
any trust institution to act for them, and to protect the public from
excessive fees or undisclosed conflicts of interest of trust
institutions and their affiliates;
(6) Properly capitalized and professionally managed trusts and
trust companies serving only family members and their affiliated
entities, which operate privately and do not hold themselves out to,
nor provide services to, the general public, should continue to operate
without the necessity of being chartered or regulated by the department
of financial institutions;
(7) The authority of the department of financial institutions needs
to be clarified, preserved, and assured as the primary instrument of
assuring the safety and soundness of banking institutions and
nondepositary trust companies acting as fiduciaries and engaging in
trust business in this state;
(8) Nondepository trust companies should continue to act as
fiduciaries and otherwise engage in trust business in this state, so
long as they are properly capitalized, competently managed by persons
of integrity, and supervised by the department of financial
institutions so as to ensure that such trust companies are operated in
compliance with law, in a safe and sound manner, and in a manner which
protects trust settlors, trust beneficiaries, and the general public in
this state; and
(9) The creation of a comprehensive trust institutions act serves
the convenience and advantage of Washington state trust settlors and
trust beneficiaries, and the state's general public, and preserves and
maintains the fairness of competition and parity between Washington
state-chartered banking institutions and trust companies, and federally
chartered and out-of-state state-chartered banking institutions and
trust companies.
NEW SECTION. Sec. 2
NEW SECTION. Sec. 3
NEW SECTION. Sec. 4
NEW SECTION. Sec. 5
NEW SECTION. Sec. 101 This title may be known and cited as the
Washington commercial bank act.
Sec. 102 RCW 30.04.010 and 2013 c 76 s 1 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) "Corporation," in reference to a bank authorized under this
title, means either a corporation operating as a bank authorized under
this title or a limited liability company operating as a bank under
this title pursuant to the requirements of RCW 30.08.025 (as recodified
by this act).
(7) "Department" means the Washington state department of financial
institutions.
(((7))) (8) "Director" means the director of the department.
(((8))) (9) "Financial holding company" means a financial services
holding company under authority of the federal bank holding company
act.
(((9))) (10) "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))) (11) "Holding company" means a bank holding company or
financial holding company of a bank organized under chapter 30.08 RCW
(as recodified by this act) 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)) (as recodified by this act).
(((11))) (12) "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))) (13) "Person" 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.
(((13))) (14) The term "trust business," in relation to a bank,
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))) section 329(1) (b) through (k) of this act, together with any
other activity authorized for a state trust company by the director
pursuant to section 329(1)(q) of this act that the director designates
as trust business.
(((14))) (15) "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)) Title 30B RCW (the
new title created under section 3 of this act) for the purpose of
engaging in trust business.
Sec. 103 RCW 30.04.020 and 2010 c 88 s 4 are each amended to read
as follows:
(1) The name of every bank shall contain the word "bank" and the
name of every trust company shall contain the word "trust," or the word
"bank." Except as provided in RCW 33.08.030 or as otherwise authorized
by this section or approved by the director, only a national bank,
federal savings bank, a bank or trust company ((authorized by this
title)), savings bank under Title 32 RCW, bank holding company or
financial holding company, a holding company authorized by this title
or Title 32 RCW, or a foreign or alien corporation or other legal
person authorized by this title to do so, shall:
(a) Use as a part of his (([or her])) or her or its name or other
business designation, as a prominent syllable within a word comprising
all or a portion of its name or other business designation, or in any
manner as if connected with his (([or her])) or her or its business or
place of business any of the following words or the plural thereof, to
wit: "bank," "banking," "banker," "bancorporation," "bancorp," or
"trust," or any foreign language designations thereof, including, by
way of example, "banco" or "banque."
(b) Use any sign, logo, or marketing message, in any media, or use
any letterhead, billhead, note, receipt, certificate, blank, form, or
any written, printed, electronic or internet-based instrument or
material representation whatsoever, directly or indirectly indicating
that the business of such person is that of a bank or trust company.
(2) A foreign corporation or other foreign domiciled legal person,
whose name contains the words "bank," "banker," "banking,"
"bancorporation," "bancorp," or "trust," or the foreign language
equivalent thereof, or whose articles of incorporation empower it to
engage in banking or to engage in a trust business, may not engage in
banking or in a trust business in this state unless the corporation or
other legal person (a) is expressly authorized to do so under this
title, under federal law, or by the director, and (b) complies with all
applicable requirements of Washington state law regarding foreign
corporations and other foreign legal persons. If an activity would not
constitute "transacting business" within the meaning of RCW
23B.15.010(1) or chapter 23B.18 RCW, then the activity shall not
constitute banking or engaging in a trust business. Nothing in this
subsection shall prevent operations by an alien bank in compliance with
chapter 30.42 RCW (as recodified by this act).
(3) This section shall not prevent a lender approved by the United
States secretary of housing and urban development for participation in
any mortgage insurance program under the National Housing Act from
using the words "mortgage banker" or "mortgage banking" in the conduct
of its business, but only if both words are used together in either of
the forms which appear in quotations in this sentence.
(4) Any individual or legal person, or director, officer(([,])), or
manager of such legal person, who knowingly violates any provision of
this section shall be guilty of a gross misdemeanor.
Sec. 104 RCW 30.04.025 and 2003 c 24 s 3 are each amended to read
as follows:
Notwithstanding any restrictions, limitations, requirements, or
other provisions of law, a financial institution, as defined in RCW
30.22.040(((12))) (8) (as recodified by this act), may charge, take,
receive, or reserve interest, discount or other points, finance
charges, or other similar charges on any loan or other extension of
credit, at a rate or amount that is equal to, or less than, the maximum
rate or amount of interest, discount or other points, finance charges,
or other similar charges that national banks located in any other state
or states may charge, take, receive, or reserve, under 12 U.S.C. Sec.
85, on loans or other extensions of credit to residents of this state.
However, this section does not authorize any subsidiary of a bank, of
a ((trust company, of a mutual)) savings bank, of a savings and loan
association, or of a credit union to charge, take, receive, or reserve
interest, discount or other points, finance charges, or other similar
charges on any loan or other extension of credit, unless the subsidiary
is itself a bank, ((trust company, mutual)) savings bank, savings and
loan association, or credit union.
Sec. 105 RCW 30.04.030 and 2010 c 88 s 5 are each amended to read
as follows:
(1) The director shall have power to adopt uniform rules in
accordance with the administrative procedure act, chapter 34.05 RCW, to
govern examinations and reports of banks, trust companies, and holding
companies and the form in which they shall report their assets,
liabilities, and reserves, charge off bad debts and otherwise keep
their records and accounts, and otherwise to govern the administration
of this title. ((The director shall mail a copy of the rules to each
bank and trust company at its principal place of business.))
(2) The director shall have the power, and broad administrative
discretion, to administer and interpret the provisions of this title to
facilitate the delivery of financial services to the citizens of the
state of Washington by the banks, trust companies(([,])), and holding
companies subject to this title.
Sec. 106 RCW 30.04.050 and 2010 c 88 s 6 are each amended to read
as follows:
(1) Each bank ((and trust company,)) and ((their)) its directors,
officers, employees, and agents, shall comply with:
(a) This title ((and chapter 11.100 RCW)) and Title 30B RCW (the
new title created under section 3 of this act) as applicable to each of
them;
(b) The rules adopted by the department with respect to banks and
trust companies;
(c) Any lawful direction or order of the director;
(d) Any lawful supervisory agreement with the director; and
(e) The applicable statutes, rules(([,])), and regulations
administered by the board of governors of the federal reserve system,
the federal deposit insurance corporation, or their successor agencies,
with respect to banks or trust companies.
(2) Each holding company, and its directors, officers, employees,
and agents, shall comply with:
(a) The provisions of this title that are applicable to each of
them;
(b) The rules adopted by the department with respect to holding
companies;
(c) Any lawful direction or order of the director;
(d) Any lawful supervisory agreement with the director; and
(e) The applicable statutes, rules, and regulations administered by
the board of governors of the federal reserve system, or its successor
agency, with respect to holding companies, the violation of which would
result in an unsafe and unsound practice or material violation of law
with respect to the subsidiary bank ((or trust company)) of the holding
company.
(3) The violation of any supervisory agreement, direction, order,
statute, rule(([,])), or regulation referenced in this section, in
addition to any other penalty provided in this title, shall, at the
option of the director, subject the offender to a penalty of up to ten
thousand dollars for each offense, payable upon issuance of any order
or directive of the director, which may be recovered by the attorney
general in a civil action in the name of the department.
Sec. 107 RCW 30.04.060 and 2010 c 88 s 7 are each amended to read
as follows:
(1) The director, assistant director, program manager, or an
examiner shall visit each bank ((and each trust company)) at least once
every eighteen months, and oftener if necessary, or as otherwise
required by the rules and interpretations of applicable federal banking
examination authorities, for the purpose of making a full investigation
into the condition of such corporation, and for that purpose they are
hereby empowered to administer oaths and to examine under oath any
director, officer, employee, or agent of such corporation.
(2) The director may make such other full or partial examinations
as deemed necessary and may examine any bank holding company that owns
any portion of a bank ((or trust company)) chartered by the state of
Washington and obtain reports of condition for any bank holding company
that owns any portion of a bank ((or trust company)) chartered by the
state of Washington.
(3) The director may visit and examine into the affairs of any
nonpublicly held corporation in which the bank((, trust company,)) or
bank holding company has an investment or any publicly held corporation
the capital stock of which is controlled by the bank((, trust
company,)) or bank holding company; may appraise and revalue such
corporations' investments and securities; and shall have full access to
all the books, records, papers, securities, correspondence, bank
accounts, and other papers of such corporations for such purposes.
(4) The director may, in his or her discretion, accept in lieu of
the examinations required in this section the examinations conducted at
the direction of the federal reserve board or the federal deposit
insurance corporation.
(5) Any willful false swearing in any examination is perjury in the
second degree.
(6) The director may enter into cooperative and reciprocal
agreements with the bank regulatory authorities of the United States,
any state, the District of Columbia, or any trust territory of the
United States for the periodic examination of domestic bank holding
companies owning banking institutions in other states, the District of
Columbia, or trust territories, and subsidiaries of such domestic bank
holding companies, or of out-of-state bank holding companies owning a
bank ((or trust company)) the principal operations of which are
conducted in this state. The director may accept reports of
examination and other records from such authorities in lieu of
conducting his or her own examinations. The director may enter into
joint actions with other regulatory bodies having concurrent
jurisdiction or may enter into such actions independently to carry out
his or her responsibilities under this title and assure compliance with
the laws of this state.
(7) Copies from the records, books, and accounts of a bank((, trust
company,)) or holding company shall be competent evidence in all cases,
equal with originals thereof, if there is annexed to such copies an
affidavit taken before a notary public or clerk of a court under seal,
stating that the affiant is the officer of the bank((, trust company,))
or holding company having charge of the original records, and that the
copy is true and correct and is full so far as the same relates to the
subject matter therein mentioned.
Sec. 108 RCW 30.04.070 and 2013
c 76 s 2 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, 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 trust company, 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. 109 RCW 30.04.075 and 2010 c 88 s 9 are each amended to read
as follows:
(1) All examination reports and all information obtained by the
director and the director's staff in conducting examinations of banks,
trust companies, or alien banks, and information obtained by the
director and the director's staff from other state or federal bank
regulatory authorities with whom the director has entered into
agreements pursuant to RCW 30.04.060(((2))) (6) (as recodified by this
act), and information obtained by the director and the director's staff
relating to examination and supervision of bank holding companies
owning a bank in this state or subsidiaries of such holding companies,
is confidential and privileged information and shall not be made public
or otherwise disclosed to any person, firm, corporation, agency,
association, governmental body, or other entity.
(2) Subsection (1) of this section notwithstanding, the director
may furnish all or any part of examination reports, work papers,
supervisory agreements or directives, orders, or other information
obtained in the conduct of an examination or investigation prepared by
the director's office to:
(a) Federal agencies empowered to examine state banks, trust
companies, or alien banks;
(b) Bank regulatory authorities with whom the director has entered
into agreements pursuant to RCW 30.04.060(((2))) (6) (as recodified by
this act), and other bank regulatory authorities who are the primary
regulatory authority or insurer of accounts for a bank holding company
owning a bank, trust company, or national banking association the
principal operations of which are conducted in this state or a
subsidiary of such holding company; provided that the director shall
first find that the reports of examination to be furnished shall
receive protection from disclosure comparable to that accorded by this
section;
(c) Officials empowered to investigate criminal charges subject to
legal process, valid search warrant, or subpoena. If the director
furnishes any examination report to officials empowered to investigate
criminal charges, the director may only furnish that part of the report
which is necessary and pertinent to the investigation, and the director
may do this only after notifying the affected bank, trust company, or
alien bank and any customer of the bank, trust company, or alien bank
who is named in that part of the examination or report ordered to be
furnished unless the officials requesting the report first obtain a
waiver of the notice requirement from a court of competent jurisdiction
for good cause;
(d) The examined bank, trust company, or alien bank, or holding
company thereof;
(e) The attorney general in his or her role as legal advisor to the
director;
(f) Liquidating agents of a distressed bank, trust company, or
alien bank;
(g) A person or organization officially connected with the bank as
officer, director, attorney, auditor, or independent attorney or
independent auditor;
(h) The Washington public deposit protection commission as provided
by RCW 39.58.105;
(i) Organizations insuring or guaranteeing the shares of, or
deposits in, the bank or trust company; or
(j) Other persons as the director may determine necessary to
protect the public interest and confidence.
(3) All examination reports, work papers, supervisory agreements or
directives, orders, and other information obtained in the conduct of an
examination or investigation furnished under subsections (2) and (4) of
this section shall remain the property of the department of financial
institutions, and be confidential and no person, agency, or authority
to whom reports are furnished or any officer, director, or employee
thereof shall disclose or make public any of the reports or any
information contained therein except in published statistical material
that does not disclose the affairs of any individual or corporation:
PROVIDED, That nothing herein shall prevent the use in a criminal
prosecution of reports furnished under subsection (2) of this section.
(4) The examination report made by the department of financial
institutions is designed for use in the supervision of the bank, trust
company, or alien bank. The report shall remain the property of the
director and will be furnished to the bank, trust company, or alien
bank
solely for its confidential use. Under no circumstances shall the
bank, trust company, or alien bank or any of its directors, officers,
or employees disclose or make public in any manner the report or any
portion thereof, to any person or organization not connected with the
bank as officer, director, employee, attorney, auditor, or candidate
for executive office with the bank. The bank may also, after execution
of an agreement not to disclose information in the report, disclose the
report or relevant portions thereof to a party proposing to acquire or
merge with the bank.
(5) Examination reports and information obtained by the director
and the director's staff in conducting examinations, or obtained from
other state and federal bank regulatory authorities with whom the
director has entered into agreements pursuant to RCW 30.04.060(((2)))
(6) (as recodified by this act), or relating to examination and
supervision of bank holding companies owning a bank, trust company, or
national banking association the principal operations of which are
conducted in this state or a subsidiary of such holding company, or
information obtained as a result of applications or investigations
pursuant to RCW 30.04.230 (as recodified by this act), shall not be
subject to public disclosure under chapter 42.56 RCW.
(6) In any civil action in which the reports are sought to be
discovered or used as evidence, any party may, upon notice to the
director, petition the court for an in camera review of the report.
The court may permit discovery and introduction of only those portions
of the report which are relevant and otherwise unobtainable by the
requesting party. This subsection shall not apply to an action brought
or defended by the director.
(7) This section shall not apply to investigation reports prepared
by the director and the director's staff concerning an application for
a new bank or trust company or an application for a branch of a bank,
trust company, or alien bank: PROVIDED, That the director may adopt
rules making confidential portions of the reports if in the director's
opinion the public disclosure of the portions of the report would
impair the ability to obtain the information which the director
considers necessary to fully evaluate the application.
(8) Notwithstanding any other provision of this section or other
applicable law, a bank, trust company, alien bank, or holding company
is not in violation of this section on account of its compliance with
required reporting to the federal securities and exchange commission,
including the disclosure of any order of the director.
(9) Every person who violates any provision of this section shall
be guilty of a gross misdemeanor.
Sec. 110 RCW 30.04.111 and 2013 c 76 s 3 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)). 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.
(2) For the purposes of this section, 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) 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, (b) to establish
limits or requirements other than those specified in this section for
particular classes or categories of loans and extensions of credit, (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 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 (i) relate to national banks and federal savings
associations, (ii) govern such specific types of transactions or
circumstances, and (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. 111 RCW 30.04.120 and 1994 c 92 s 13 are each amended to
read as follows:
The shares of stock of every bank ((and trust company)) shall be
deemed personal property. No such corporation shall hereafter make any
loan or discount on the security of its own capital stock, nor be the
purchaser or holder of any such shares, unless such security or
purchase shall be necessary to prevent loss upon a debt previously
contracted in good faith; in which case the stocks so purchased or
acquired shall be sold at public or private sale, or otherwise disposed
of, within six months from the time of its purchase or acquisition.
Except as hereinafter provided or otherwise permitted by law, nothing
herein contained shall authorize the purchase by any such bank ((or
trust company)) for its own account of any shares of stock of any
corporation, except a federal reserve bank of which such corporation
shall become a member, and then only to the extent required by such
federal reserve bank: PROVIDED, That any bank ((or trust company)) may
purchase, acquire and hold shares of stock in any other corporation
which shares have been previously pledged as security to any loan or
discount made in good faith and such purchase shall be necessary to
prevent loss upon a debt previously contracted in good faith and stock
so purchased or acquired shall be sold at public or private sale or
otherwise disposed of within two years from the time of its purchase or
acquisition. Any time limit imposed in this section may be extended by
the director upon cause shown. Banks ((and trust companies)) are
authorized to make loans on the security of the capital stock of a bank
((or trust company)) other than the lending corporation.
Sec. 112 RCW 30.04.125 and 1994 c 256 s 33 and 1994 c 92 s 14 are
each reenacted and amended to read as follows:
Unless otherwise prohibited by law, any state bank ((or trust
company)) may invest in the capital stock of corporations organized to
conduct the following businesses:
(1) A safe deposit business: PROVIDED, That the amount of
investment does not exceed fifteen percent of its capital stock and
surplus, without the approval of the director;
(2) A corporation holding the premises of the bank or its branches:
PROVIDED, That without the approval of the director, the investment of
such stock shall not exceed, together with all loans made to the
corporation by the bank, a sum equal to the amount permitted to be
invested in the premises by RCW 30.04.210 (as recodified by this act);
(3) Stock in a small business investment company licensed and
regulated by the United States as authorized by the small business act,
Public Law 85-536, 72 Statutes at Large 384, in an amount not to exceed
five percent of its capital and surplus without the approval of the
director;
(4) Capital stock of a banking service corporation or corporations.
The total amount that a bank may invest in the shares of such
corporation may not exceed ten percent of its capital and surplus
without the approval of the director. A bank service corporation may
not engage in any activity other than those permitted by the bank
service corporation act, 12 U.S.C. Sec. 1861, et seq., as subsequently
amended and in effect on December 31, 1993. The performance of any
service, and any records maintained by any such corporation for a bank,
shall be subject to regulation and examination by the director and
appropriate federal agencies to the same extent as if the services or
records were being performed or maintained by the bank on its own
premises;
(5) Capital stock of a federal reserve bank to the extent required
by such federal reserve bank;
(6) A corporation engaging in 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 December 31, 1993;
(7) A governmentally sponsored corporation engaged in secondary
marketing of loans and the stock of which must be owned in order to
participate in its marketing activities;
(8) A corporation in which all of the voting stock is owned by the
bank and that engages exclusively in nondeposit-taking activities that
are authorized to be engaged in by the bank or trust company;
(9) A bank ((or trust company)) may purchase for its own account
shares of stock of a bank or a holding company that owns or controls a
bank if the stock of the bank or company is owned exclusively, except
to the extent directly qualifying shares are required by law, by
depository institutions and the bank or company and all subsidiaries
thereof are engaged exclusively in providing services for other
depository institutions and their officers, directors, and employees.
In no event may the total amount of such stock held by a bank ((or
trust company)) in any bank or bank holding company exceed at any time
ten percent of its capital stock and paid-in and unimpaired surplus,
and in no event may the purchase of such stock result in a bank ((or
trust company)) acquiring more than twenty-five percent of any class of
voting securities of such bank or company. Such a bank or bank holding
company shall be called a "banker's bank."
Sec. 113 RCW 30.04.127 and 2010 c 88 s 11 are each amended to
read as follows:
(1) A bank ((or trust company)), alone or in conjunction with other
entities, may form, incorporate, or invest in corporations or other
entities, whether or not such other corporation or entity is related to
the bank's ((or trust company's)) business. The aggregate amount of
funds invested, or used in the formation of corporations or other
entities under this section shall not exceed ten percent of the assets
or fifty percent of the net worth, whichever is less, of the bank ((or
trust company)). For purposes of this subsection, "net worth" means
the aggregate of capital, surplus, undivided profits, and all capital
notes and debentures which are subordinate to the interest of
depositors.
(2) A bank ((or trust company)) may engage in an activity permitted
under this section only with the prior authorization of the director
and subject to such requirements, restrictions, or other conditions as
the director may adopt by rule, order, directive, standard, policy,
memorandum(([,])), or other written communication with regard to the
activity. In approving or denying a proposed activity, the director
shall consider the financial and management strength of the
institution, the convenience and needs of the public, and whether the
proposed activity should be conducted through a subsidiary or affiliate
of the bank. The director may not authorize under this section and no
bank ((or trust company)) may act as an insurance or travel agent
unless otherwise authorized by state statute.
Sec. 114 RCW
30.04.129 and 1985 c 301 s 2 are each amended to
read as follows:
Any bank ((or trust company)) may invest in obligations issued or
guaranteed by any multilateral development bank in which the United
States government formally participates. Such investment in any one
multilateral development bank shall not exceed five percent of the
bank's ((or trust company's)) paid-in capital and surplus.
Sec. 115 RCW 30.04.130 and 1994 c 256 s 34 and 1994 c 92 s 16 are
each reenacted and amended to read as follows:
Based on examinations directed pursuant to RCW 30.04.060 (as
recodified by this act) or other appropriate information, all assets or
portion thereof that the director may have required a bank ((or trust
company)) to charge off shall be charged off. No bank ((or trust
company)) shall enter or at any time carry on its books any of its
assets or liabilities at a valuation contrary to generally accepted
accounting principles.
Sec. 116 RCW 30.04.140 and 2011 c 336 s 744 are each amended to
read as follows:
No bank ((or trust company)) shall pledge or hypothecate any of its
securities or assets to any depositor, except that it may qualify as
depositary for United States deposits, or other public funds, or funds
held in trust and deposited by any public officer by virtue of his or
her office, or as a depository for the money of estates under the
statutes of the United States pertaining to bankruptcy or funds
deposited by a trustee or receiver in bankruptcy appointed by any court
of the United States or any referee thereof, or funds held by the
United States or the state of Washington, or any officer thereof in
trust, or for funds of corporations owned or controlled by the United
States, and may give such security for such deposits as are required by
law or by the officer making the same; and it may give security to its
trust department for deposits with itself which represent trust funds
invested in savings accounts or which represent fiduciary funds
awaiting investment or distribution.
Sec. 117 RCW 30.04.180 and 1994 c 256 s 35 and 1994 c 92 s 17 are
each reenacted and amended to read as follows:
No bank ((or trust company)) shall declare or pay any dividend to
an amount greater than its retained earnings, without approval from the
director. The director shall in his or her discretion have the power
to require any bank ((or trust company)) to suspend the payment of any
and all dividends until all requirements that may have been made by the
director shall have been complied with; and upon such notice to suspend
dividends no bank ((or trust company)) shall thereafter declare or pay
any dividends until such notice has been rescinded in writing. A
dividend is payable in cash, property, or capital stock, but the
restrictions on the payment of a dividend (other than restrictions
imposed by the director pursuant to his or her authority to require the
suspension of the payment of any or all dividends) do not apply to a
dividend payable by the bank ((or trust company)) solely in its own
capital stock. For purposes of this section, "retained earnings" shall
be determined by generally accepted accounting principles.
Sec. 118 RCW 30.04.210 and 1994 c 256 s 36 and 1994 c 92 s 18 are
each reenacted and amended to read as follows:
A bank ((or trust company)) may purchase, hold, and convey real
estate for the following purposes:
(1) Such as shall be necessary for the convenient transaction of
its business, including with its banking offices other space in the
same building to rent as a source of income: PROVIDED, That any bank
((or trust company)) shall not invest for such purposes more than the
greater of: (a) Fifty percent of its capital, surplus, and undivided
profits; or (b) one hundred twenty-five percent of its capital stock
without the approval of the director.
(2) Such as shall be purchased or conveyed to it in satisfaction,
or on account of, debts previously contracted in the course of its
business.
(3) Such as it shall purchase at sale under judgments, decrees,
liens, or mortgage foreclosures, from debts owed to it.
(4) Such as a trust company receives in trust or acquires pursuant
to the terms or authority of any trust.
(5) Such as it may take title to or for the purpose of investing in
real estate conditional sales contracts.
(6) Such as shall be purchased, held, or conveyed in accordance
with
RCW 30.04.212 (as recodified by this act) granting banks the power
to invest directly or indirectly in unimproved or improved real estate.
Sec. 119 RCW 30.04.212 and 1994 c 92 s 19 are each amended to
read as follows:
(1) In addition to the powers granted under RCW 30.04.210 (as
recodified by this act) and subject to the limitations and restrictions
contained in this section and in RCW 30.60.010 and 30.60.020 (as
recodified by this act), a bank:
(a) May acquire any interest in unimproved or improved real
property;
(b) May construct, alter, and manage improvements of any
description on real estate in which it holds a substantial equity
interest.
(2) The powers granted under subsection (1) of this section do not
include, and a bank may not:
(a) Manage any real property in which the bank does not own a
substantial equity interest;
(b) Engage in activities of selling, leasing, or otherwise dealing
in real property as an agent or broker; or
(c) Acquire any equity interest in any one to four-family dwelling
that is used as a principal residence by the owner of the dwelling;
however, this shall not prohibit a bank from making loans secured by
such dwelling where all or part of the bank's anticipated compensation
results from the appreciation and sale of such dwelling.
(3) The aggregate amount of funds invested under this section shall
not exceed two percent of a bank's capital, surplus, and undivided
profits. Such percentage amount shall be increased based upon the most
recent community reinvestment rating assigned to a bank by the director
in accordance with RCW 30.60.010 (as recodified by this act), as
follows:
(a) Excellent performance: Increase to 10%
(b) Good performance: Increase to 8%
(c) Satisfactory performance: Increase to 6%
(d) Inadequate performance: Increase to 3%
(e) Poor performance: No increase
(4) For purposes of this section only, each bank will be deemed to
have been assigned a community reinvestment rating of "1" for the
period beginning with January 1, 1986, and ending December 31, 1986.
Thereafter, each bank will be assigned an annual rating in accordance
with RCW 30.60.010 (as recodified by this act), which rating shall
remain in effect for the next succeeding year and until the director
has conducted a new investigation and assigned a new rating for the
next succeeding year, the process repeating on an annual basis.
(5) No bank may at any time be required to dispose of any
investment made in accordance with this section due to the fact that
the bank is not then authorized to acquire such investment, if such
investment was lawfully acquired by the bank at the time of
acquisition.
(6) The director shall limit the amount that may be invested in a
single project or investment and may adopt any rule necessary to the
safe and sound exercise of powers granted by this section.
Sec. 120 RCW 30.04.214 and 1985 c 329 s 6 are each amended to
read as follows:
(1) An amount equal to ten percent of the aggregate amount invested
in real estate in accordance with RCW 30.04.212 (as recodified by this
act) shall be placed in qualifying community investments as defined in
subsection (2) of this section.
(2) "Qualifying community investment" means any direct or indirect
investment or extension of credit made by a bank in projects or
programs designed to develop or redevelop areas in which persons with
low or moderate incomes reside, designed to meet the credit needs of
such low or moderate-income areas, or that primarily benefits low and
moderate-income residents of such areas. The term includes, but is not
limited to, any of the following within the state of Washington:
(a) Investments in governmentally insured, guaranteed, subsidized,
or otherwise sponsored programs for housing, small farms, or businesses
that address the needs of the low and moderate-income areas.
(b) Investments in residential mortgage loans, home improvements
loans, housing rehabilitation loans, and small business or small farm
loans originated in low and moderate-income areas, or the purchase of
such loans originated in low and moderate-income areas.
(c) Investments for the preservation or revitalization of urban or
rural communities in low and moderate-income areas.
The term does not include personal installment loans, loans made to
purchase, or loans secured by an automobile.
(3) A qualifying community investment made by an entity that wholly
owns a bank, is wholly owned by a bank, or is wholly owned by an entity
that wholly owns the bank is deemed to have been made by a bank to
satisfy the requirements of subsection (1) of this section.
Sec. 121 RCW 30.04.215 and 2013 c 76 s 4 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 28, 2013.
(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 has
under the laws of this state, a bank shall have the powers and
authorities conferred as of July 28, 1985, or as of any subsequent date
not later than July 28, 2013, upon any federally chartered bank doing
business in this state. A bank may exercise the powers and authorities
conferred on a federally chartered bank after July 28, 2013, 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 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.
(6) The restrictions, limitations, and requirements applicable to
specific powers and authorities of federally chartered banks and out-of-state state banks, as applicable, shall apply to banks exercising
those powers and authorities permitted under this section but only
insofar as the restrictions, limitations, and requirements relate to
exercising the powers and authorities granted banks solely under this
section.
(7) The director may require a bank 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.
(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. 122 RCW 30.04.220 and 1994 c 92 s 21 are each amended to
read as follows:
Every corporation, which on March 10, 1917, was actually and
publicly engaged in banking or trust business in this state in full
compliance with the laws hereof, which were in force immediately prior
to March 10, 1917, may, if it otherwise complies with the provisions of
this title, continue its said business, subject to the terms and
regulations hereof and without amending its articles of incorporation,
although its name and the amount of its capital stock, the number or
length of terms of its directors or the form of its articles of
incorporation do not comply with the requirements of this title:
PROVIDED,
(1) That any such bank, which was by the director lawfully
permitted to operate, although its capital stock was not fully paid in,
shall pay in the balance of its capital stock at such times and in such
amounts as the director may require;
(2) That, except with written permission of the director, any bank
((or trust company)) which shall amend its articles of incorporation
must in such event comply with all the requirements of this title.
Sec. 123 RCW 30.04.225 and 1986 c 279 s 11 are each amended to
read as follows:
In the absence of an express prohibition in its articles of
incorporation, the making of contributions or gifts for the public
welfare, or for charitable, scientific, or educational purposes by a
state bank ((or trust company)) is within its powers and shall be
deemed to inure to the benefit of the bank.
Sec. 124 RCW 30.04.230 and 2005 c 274 s 252 are each amended to
read as follows:
(1) A corporation or association organized under the laws of this
state or licensed to transact business in the state may acquire any or
all shares of stock of any bank((, trust company,)) or national banking
association. Nothing in this section shall be construed to prohibit
the merger, consolidation, or reorganization of a bank ((or trust
company)) in accordance with this title.
(2) Unless the terms of this section or RCW 30.04.232 (as
recodified by this act) are complied with, an out-of-state bank holding
company shall not acquire more than five percent of the shares of the
voting stock or all or substantially all of the assets of a bank((,
trust company,)) or national banking association the principal
operations of which are conducted within this state.
(3) As used in this section a "bank holding company" means a
company that is a bank holding company as defined by the Bank Holding
Company Act of 1956, as amended (12 U.S.C. Sec. 1841 et seq.). An
"out-of-state bank holding company" is a bank holding company that
principally conducts its operations outside this state, as measured by
total deposits held or controlled by its bank subsidiaries on the date
on which it became a holding company. A "domestic bank holding
company" is a bank holding company that principally conducts its
operations within this state, as measured by total deposits held or
controlled by its bank subsidiaries on the date on which it became a
bank holding company.
(4) Any such acquisition referred to under subsection (2) of this
section by an out-of-state bank holding company requires the express
written approval of the director. Approval shall not be granted unless
and until the following conditions are met:
(a) An out-of-state bank holding company desiring to make an
acquisition referred to under subsection (2) of this section and the
bank, ((trust company,)) national banking association, or domestic bank
holding company parent thereof, if any, proposed to be acquired shall
file an application in writing with the director. The director shall
by rule establish the fee schedule to be collected from the applicant
in connection with the application. The fee shall not exceed the cost
of processing the application. The application shall contain such
information as the director may prescribe by rule as necessary or
appropriate for the purpose of making a determination under this
section. The application and supporting information and all
examination reports and information obtained by the director and the
director's staff in conducting its investigation shall be confidential
and privileged and not subject to public disclosure under chapter 42.56
RCW. The application and information may be disclosed to federal bank
regulatory agencies and to officials empowered to investigate criminal
charges, subject to legal process, valid search warrant, or subpoena.
In any civil action in which such application or information is sought
to be discovered or used as evidence, any party may, upon notice to the
director and other parties, petition for an in camera review. The
court may permit discovery and introduction of only those portions that
are relevant and otherwise unobtainable by the requesting party. The
application and information shall be discoverable in any judicial
action challenging the approval of an acquisition by the director as
arbitrary and capricious or unlawful.
(b) The director shall find that:
(i) The bank((, trust company,)) or national banking association
that is proposed to be acquired or the domestic bank holding company
controlling such bank((, trust company,)) or national banking
association is in such a liquidity or financial condition as to be in
danger of closing, failing, or insolvency. In making any such
determination the director shall be guided by the criteria developed by
the federal regulatory agencies with respect to emergency acquisitions
under the provisions of 12 U.S.C. Sec. 1828(c);
(ii) There is no state bank((, trust company,)) or national banking
association doing business in the state of Washington or domestic bank
holding company with sufficient resources willing to acquire the entire
bank((, trust company,)) or national banking association on at least as
favorable terms as the out-of-state bank holding company is willing to
acquire it;
(iii) The applicant out-of-state bank holding company has provided
all information and documents requested by the director in relation to
the application; and
(iv) The applicant out-of-state bank holding company has
demonstrated an acceptable record of meeting the credit needs of its
entire community, including low and moderate income neighborhoods,
consistent with the safe and sound operation of such institution.
(c) The director shall consider:
(i) The financial institution structure of this state; and
(ii) The convenience and needs of the public of this state.
(5) Nothing in this section may be construed to prohibit, limit,
restrict, or subject to further regulation the ownership by a bank of
the stock of a bank service corporation or a banker's bank.
Sec. 125 RCW 30.04.232 and 1996 c 2 s 3 are each amended to read
as follows:
(1) In addition to an acquisition pursuant to RCW 30.04.230 (as
recodified by this act), an out-of-state bank holding company may
acquire more than five percent of the voting stock or all or
substantially all of the assets of a bank((, trust company,)) or
national banking association, the principal operations of which are
conducted within this state, if the bank((, trust company,)) or
national banking association or its predecessor, the voting stock of
which is to be acquired, shall have been conducting business for a
period of not less than five years.
(2) The director, consistent with 12 U.S.C. Sec. 1842(d)(2)(D), may
approve an acquisition 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.
(3) As used in this section, the terms "bank holding company,"
"domestic bank holding company," and "out-of-state bank holding
company" shall have the meanings provided in RCW 30.04.230 (as
recodified by this act).
Sec. 126 RCW 30.04.240 and 2013 c 76 s 6 are each amended to read
as follows:
(1) A person authorized under this title or Title 30B RCW (the new
title created under section 3 of this act) 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((,)) or
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((,)) or 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((,)) or 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((,)) or 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. 127 RCW 30.04.260 and 2013 c 76 s 7 are each amended to read
as follows:
(1) No 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 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 or Title 30B RCW (the
new title created under section 3 of this act) to engage in a trust
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 such person who shall solicit legal
business is guilty of a gross misdemeanor.
Sec. 128 RCW 30.04.285
and 2007 c 167 s 1 are each amended to
read as follows:
(1) The director's approval of a branch within the United States or
any territory of the United States or in any foreign country shall be
conditioned on a finding by the director that the bank has a
satisfactory record of compliance with applicable laws and has a
satisfactory financial condition. A bank chartered under this title
may exercise any powers and authorities at any branch outside
Washington that are permissible for a bank operating in that state
where the branch is located, except to the extent those activities are
expressly prohibited by the laws of this state or by any rule or order
of the director applicable to the state bank. However, the director
may waive any limitation in writing with respect to powers and
authorities that the director determines do not threaten the safety or
soundness of the state bank.
(2) An out-of-state bank may acquire, establish, or maintain a
branch in Washington within one mile of an affiliate commercial
location only to the same extent permitted for a Washington bank under
applicable state and federal law. For purposes of this subsection,
"bank" means any national bank, state bank, and district bank, as
defined in 12 U.S.C. Sec. 1813(a); "out-of-state bank" means a bank
whose home state is a state other than Washington; and "Washington
bank" means a bank whose home state is Washington. "Home state" has
the same meaning as defined in RCW 30.38.005 (as recodified by this
act).
Sec. 129 RCW 30.04.330 and 1955 c 33 s 30.04.330 are each amended
to read as follows:
Any bank, which term for the purpose of this section shall include
but not be limited to any state bank, national bank or association,
mutual savings bank, savings and loan association, ((trust company,))
federal reserve bank, federal home loan bank, and federal savings and
loan association, federal credit union, and state credit union doing
business in this state, may remain closed on Saturdays and any Saturday
on which a bank remains closed shall be, with respect to such bank, a
holiday and not a business day. Any act, authorized, required or
permitted to be performed at or by or with respect to any bank, as
herein defined, on a Saturday, may be performed on the next succeeding
business day, and no liability or loss of rights of any kind shall
result from such closing.
Sec. 130 RCW 30.04.375 and 1982 c 86 s 1 are each amended to read
as follows:
Any bank ((or trust company)) may invest in the stock or
participation certificates of production credit associations, federal
intermediate credit banks and the stock or other evidences of
participation of federal land banks in amounts consistent with safe and
sound practice in conducting the business of the ((trust company or))
bank.
Sec. 131 RCW 30.04.380 and 1986 c 279 s 13 are each amended to
read as follows:
Any bank ((or trust company)) may invest an amount not exceeding
ten per centum of its paid-in capital stock and surplus in the stock of
one or more banks or corporations chartered under the laws of the
United States, or of any state thereof, and principally engaged in
international or foreign banking, or banking in a dependency or insular
possession of the United States, either directly or through the agency,
ownership or control of local institutions in foreign countries, or in
such dependencies or insular possessions.
Sec. 132 RCW 30.04.390 and 1986 c 279 s 14 are each amended to
read as follows:
Any bank ((or trust company)) may acquire and hold, directly or
indirectly, stock or other evidence of indebtedness or ownership in one
or more banks organized under the law of a foreign country or a
dependency or insular possession of the United States.
Sec. 133 RCW 30.04.400 and 1977 ex.s. c 246 s 1 are each amended
to read as follows:
As used in RCW 30.04.400 through 30.04.410 (as recodified by this
act), the following words shall have the following meanings:
(1) "Control" means directly or indirectly alone or in concert with
others to own, control, or hold the power to vote twenty-five percent
or more of the outstanding stock or voting power of the "controlled"
entity;
(2) "Acquiring party" means the person acquiring control of a bank
through the purchase of stock; and
(3) "Person" means any individual, corporation, partnership,
association, business trust, or other organization.
Sec. 134 RCW 30.04.405 and 1994 c 92 s 29 are each amended to
read as follows:
(1) It is unlawful for any person to acquire control of a bank
until thirty days after filing with the director a copy of the notice
of change of control required to be filed with the federal deposit
insurance corporation or a completed application. The notice or
application shall be under oath and contain substantially all of the
following information plus any additional information that the director
may prescribe as necessary or appropriate in the particular instance
for the protection of bank depositors, borrowers, or shareholders and
the public interest:
(a) The identity, banking and business experience of each person by
whom or on whose behalf acquisition is to be made;
(b) The financial and managerial resources and future prospects of
each person involved in the acquisition;
(c) The terms and conditions of any proposed acquisition and the
manner in which the acquisition is to be made;
(d) The source and amount of the funds or other consideration used
or to be used in making the acquisition, and a description of the
transaction and the names of the parties if any part of these funds or
other consideration has been or is to be borrowed or otherwise obtained
for the purpose of making the acquisition;
(e) Any plan or proposal which any person making the acquisition
may have to liquidate the bank, to sell its assets, to merge it with
any other bank, or to make any other major change in its business or
corporate structure for management;
(f) The identification of any person employed, retained, or to be
compensated by the acquiring party, or by any person on its behalf, who
makes solicitations or recommendations to shareholders for the purpose
of assisting in the acquisition and a brief description of the terms of
the employment, retainer, or arrangement for compensation; and
(g) Copies of all invitations for tenders or advertisements making
a tender offer to shareholders for the purchase of their stock to be
used in connection with the proposed acquisition.
(2) Notwithstanding any other provision of this section, a bank or
domestic bank holding company as defined in RCW 30.04.230 (as
recodified by this act) need only notify the director of an intent to
acquire control and the date of the proposed acquisition of control at
least thirty days before the date of the acquisition of control.
(3) When a person, other than an individual or corporation, is
required to file an application under this section, the director may
require that the information required by subsection (1)(a), (b), and
(f) of this section be given with respect to each person, as defined in
RCW 30.04.400(3) (as recodified by this act), who has an interest in or
controls a person filing an application under this subsection.
(4) When a corporation is required to file an application under
this section, the director may require that information required by
subsection (1)(a), (b), and (f) of this section be given for the
corporation, each officer and director of the corporation, and each
person who is directly or indirectly the beneficial owner of twenty-five percent or more of the outstanding voting securities of the
corporation.
(5) If any tender offer, request, or invitation for tenders or
other agreements to acquire control is proposed to be made by means of
a registration statement under the Securities Act of 1933 (48 Stat. 74,
15 U.S.C., Sec. 77(a)), as amended, or in circumstances requiring the
disclosure of similar information under the Securities Exchange Act of
1934 (48 Stat. 881, 15 U.S.C., Sec. 78(a)), as amended, the
registration statement or application may be filed with the director in
lieu of the requirements of this section.
(6) Any acquiring party shall also deliver a copy of any notice or
application required by this section to the bank proposed to be
acquired within two days after the notice or application is filed with
the director.
(7) Any acquisition of control in violation of this section shall
be ineffective and void.
(8) Any person who willfully or intentionally violates this section
or any rule adopted pursuant thereto is guilty of a gross misdemeanor
pursuant to chapter 9A.20 RCW. Each day's violation shall be
considered a separate violation, and any person shall upon conviction
be fined not more than one thousand dollars for each day the violation
continues.
Sec. 135 RCW 30.04.410 and 2005 c 274 s 253 are each amended to
read as follows:
(1) The director may disapprove the acquisition of a bank ((or
trust company)) within thirty days after the filing of a complete
application pursuant to RCW 30.04.405 (as recodified by this act) or an
extended period not exceeding an additional fifteen days if:
(a) The poor financial condition of any acquiring party might
jeopardize the financial stability of the bank or might prejudice the
interests of the bank depositors, borrowers, or shareholders;
(b) The plan or proposal of the acquiring party to liquidate the
bank, to sell its assets, to merge it with any person, or to make any
other major change in its business or corporate structure or management
is not fair and reasonable to the bank's depositors, borrowers, or
stockholders or is not in the public interest;
(c) The banking and business experience and integrity of any
acquiring party who would control the operation of the bank indicates
that approval would not be in the interest of the bank's depositors,
borrowers, or shareholders;
(d) The information provided by the application is insufficient for
the director to make a determination or there has been insufficient
time to verify the information provided and conduct an examination of
the qualification of the acquiring party; or
(e) The acquisition would not be in the public interest.
(2) An acquisition may be made prior to expiration of the
disapproval period if the director issues written notice of intent not
to disapprove the action.
(3) The director shall set forth the basis for disapproval of any
proposed acquisition in writing and shall provide a copy of such
findings and order to the applicants and to the bank involved. Such
findings and order shall not be disclosed to any other party and shall
not be subject to public disclosure under chapter 42.56 RCW unless the
findings and/
(4) Whenever such a change in control occurs, each party to the
transaction shall report promptly to the director any changes or
replacement of its chief executive officer, or of any director, that
occurs in the next twelve-month period, including in its report a
statement of the past and present business and professional
affiliations of the new chief executive officer or directors.
Sec. 136 RCW 30.04.450 and 2010 c 88 s 15 are each amended to
read as follows:
(1) The director may issue and serve a notice of charges upon a
bank ((or trust company)) when in the opinion of the director:
(a) It has engaged in an unsafe and unsound practice related to the
conduct of business of the bank ((or trust company));
(b) It has violated any provision of RCW 30.04.050 (as recodified
by this act); or
(c) It is planning, attempting, or currently conducting any act
prohibited in (a) or (b) of this subsection.
(2) The director may issue and serve a notice of charges upon a
holding company when, in the opinion of the director:
(a) The holding company has committed a violation of RCW
30.04.050(2) (as recodified by this act);
(b) The conduct of the holding company has resulted in an unsafe
and unsound practice at the bank ((or trust company)) or a violation of
any provision of RCW 30.04.050 (as recodified by this act) by the bank
((or trust company)); or
(c) The holding company is planning, attempting, or currently
conducting any act prohibited in (a) or (b) of this subsection.
(3) The notice shall contain a statement of the facts constituting
the alleged violation or violations or the practice or practices and
shall fix a time and place at which a hearing will be held to determine
whether an order to cease and desist should issue against the bank((,
trust company,)) or holding company. The hearing shall be set not
earlier than ten days or later than thirty days after service of the
notice unless a later date is set by the director at the request of the
bank((, trust company,)) or holding company.
(4) Unless the bank((, trust company,)) or holding company shall
appear at the hearing by a duly authorized representative it shall be
deemed to have consented to the issuance of the cease and desist order.
In the event of this consent or if upon the record made at the hearing
the director finds that any violation or practice specified in the
notice of charges has been established, the director may issue and
serve upon the bank((, trust company,)) or holding company an order to
cease and desist from the violation or practice. The order may require
the bank((, trust company,)) or holding company, and its directors,
officers, employees, and agents to cease and desist from the violation
or practice and may require the bank((, trust company,)) or holding
company to take affirmative action to correct the conditions resulting
from the violation or practice.
(5) A cease and desist order shall become effective at the
expiration of ten days after the service of the order upon the bank
((or trust company)) concerned except that a cease and desist order
issued upon consent shall become effective at the time specified in the
order and shall remain effective as provided therein unless it is
stayed, modified, terminated, or set aside by action of the director or
a reviewing court.
Sec. 137 RCW 30.04.455 and 2010 c 88 s 16 are each amended to
read as follows:
(1) The director may also issue a temporary order requiring a bank
((or trust company,)) or its holding company, or both, to cease and
desist from any action or omission, as specified in RCW 30.04.450 (as
recodified by this act), or its continuation, which the director has
determined:
(a) Constitutes an unsafe and unsound practice or a material
violation of RCW 30.04.050 (as recodified by this act) affecting the
bank ((or trust company));
(b) Has resulted in the bank ((or trust company)) being less than
adequately capitalized; or
(c) Is likely to cause insolvency or substantial dissipation of
assets or earnings of the bank ((or trust company,)) or to otherwise
seriously prejudice the interests of its depositors or trust
beneficiaries.
(2) The order is effective upon service on the bank((, trust
company,)) or holding company, and remains in effect unless set aside,
limited, or suspended by the superior court in proceedings under RCW
30.04.460 (as recodified by this act) pending the completion of the
administrative proceedings under the notice and until such time as the
director dismisses the charges specified in the notice or until the
effective date of a cease and desist order issued against the bank((,
trust company,)) or holding company under RCW 30.04.450 (as recodified
by this act).
Sec. 138 RCW 30.04.460 and 2010 c 88 s 17 are each amended to
read as follows:
(1) Within ten days after a bank((, trust company,)) or holding
company has been served with a temporary cease and desist order, the
bank((, trust company,)) or holding company may apply to the superior
court in the county of its principal place of business for an
injunction setting aside, limiting, or suspending the order pending the
completion of the administrative proceedings pursuant to the notice
served under RCW 30.04.455 (as recodified by this act).
(2) The superior court shall have jurisdiction to issue the
injunction.
Sec. 139 RCW 30.04.465 and 1994 c 92 s 33 are each amended to
read as follows:
In the case of a violation or threatened violation of a temporary
cease and desist order issued under RCW 30.04.455 (as recodified by
this act), the director may apply to the superior court of the county
of the principal place of business of the bank ((or trust company)) for
an injunction to enforce the order, and the court shall issue an
injunction if it determines that there has been a violation or
threatened violation.
Sec. 140 RCW 30.04.470 and 2010 c 88 s 18 are each amended to
read as follows:
(1) Any administrative hearing provided in RCW 30.04.450 or
30.12.042 (as recodified by this act) must be conducted in accordance
with chapter 34.05 RCW and held at the place designated by the
director, and may be conducted by the department. The hearing shall be
private unless the director determines that a public hearing is
necessary to protect the public interest after fully considering the
views of the party afforded the hearing.
(2) Within sixty days after the hearing, the director shall render
a decision which shall include findings of fact upon which the decision
is based and shall issue and serve upon each party to the proceeding an
order or orders consistent with RCW 30.04.450 or 30.12.042 (as
recodified by this act), as the case may be.
(3) Unless a petition for review is timely filed in the superior
court of the county of the principal place of business of the affected
bank ((or trust company)) under subsection (5) of this section and
until the record in the proceeding has been filed as therein provided,
the director may at any time modify, terminate, or set aside any order
upon such notice and in such manner as he or she shall deem proper.
Upon filing the record, the director may modify, terminate, or set
aside any order only with permission of the court.
(4) The judicial review provided in this section is exclusive for
orders issued under RCW 30.04.450 and 30.12.042 (as recodified by this
act).
(5) Any party to the proceeding or any person required by an order
issued under RCW 30.04.450, 30.04.455, 30.04.465, or 30.12.042 (as
recodified by this act) to refrain from any of the violations or
practices stated therein may obtain a review of any order served under
subsection (1) of this section other than one issued upon consent by
filing in the superior court of the county of the principal place of
business of the affected bank ((or trust company)) within ten days
after the date of service of the order a written petition praying that
the order of the director be modified, terminated, or set aside. A
copy of the petition shall be immediately served upon the director and
the director shall then file in the court the record of the proceeding.
The court shall have jurisdiction upon the filing of the petition,
which jurisdiction shall become exclusive upon the filing of the record
to affirm, modify, terminate, or set aside in whole or in part the
order of the director except that the director may modify, terminate,
or set aside an order with the permission of the court. The judgment
and decree of the court shall be final, except that it shall be subject
to appellate review under the rules of court.
(6) The commencement of proceedings for judicial review under
subsection (5) of this section shall not operate as a stay of any order
issued by the director unless specifically ordered by the court.
(7) Service of any notice or order required to be served under RCW
30.04.450, 30.04.455, 30.12.040 or 30.12.042 (as recodified by this
act)
shall be accomplished in the same manner as required for the
service of process in civil actions in superior courts of this state.
Sec. 141 RCW 30.04.475 and 2010 c 88 s 19 are each amended to
read as follows:
(1) The director may apply to the superior court of the county of
the principal place of business of the bank ((or trust company))
affected for the enforcement of any effective and outstanding order
issued under RCW 30.04.450, 30.04.455, 30.04.465, or 30.12.042 (as
recodified by this act), and the court shall have jurisdiction to order
compliance therewith.
(2) No court shall have jurisdiction to affect by injunction or
otherwise the issuance or enforcement of any order or to review,
modify, suspend, terminate, or set aside any order except as provided
in RCW 30.04.460, 30.04.465, and 30.04.470 (as recodified by this act).
Sec. 142 RCW 30.04.500 and 1977 ex.s. c 301 s 10 are each amended
to read as follows:
RCW 30.04.505 through 30.04.515 (as recodified by this act) shall
be known and may be cited as the "fairness in lending act".
Sec. 143 RCW 30.04.505 and 1977 ex.s. c 301 s 11 are each amended
to read as follows:
As used in RCW 30.04.505 through 30.04.515 (as recodified by this
act):
(1) "Financial institution" means any bank ((or trust company,
mutual)), savings bank, credit union, mortgage company, or savings and
loan association which operates or has a place of business in this
state whether regulated by the state or federal government.
(2) "Particular type of loan" refers to a class of loans which is
substantially similar with respect to the following:
(a) FHA, VA, or conventional ((as defined in RCW 19.106.030(2)))
loans;
(b) Uniform or nonuniform payment;
(c) Uniform or nonuniform rate of interest;
(d) Purpose; and
(e) The location of the real estate offered as security for the
loan
as being inside or outside of that financial institution's lending
area.
(3) "Varying the terms of a loan" includes, but is not limited to
the following practices:
(a) Requiring a greater down payment than is usual for the
particular type of a loan involved;
(b) Requiring a shorter period of amortization than is usual for
the particular type of loan involved;
(c) Charging a higher interest rate than is usual for the
particular type of loan involved;
(d) A deliberate underappraisal of the value of the property
offered as security.
Sec. 144 RCW 30.04.510 and 1977 ex.s. c 301 s 12 are each amended
to read as follows:
Subject to RCW 30.04.515 (as recodified by this act), it shall be
unlawful for any financial institution, in processing any application
for a loan to be secured by a single-family residence to:
(1) Deny or vary the terms of a loan on the basis that a specific
parcel of real estate offered as security is located in a specific
geographical area, unless building, remodeling, or continued habitation
in such specific geographical area is prohibited or restricted by any
local, state, or federal law or rules or regulations promulgated
thereunder.
(2) Utilize lending standards that have no economic basis.
Sec. 145 RCW 30.04.515 and 1977 ex.s. c 301 s 13 are each amended
to read as follows:
Nothing contained in RCW 30.04.505 through 30.04.510 (as recodified
by this act) shall preclude a financial institution from considering
sound underwriting practices in processing any application for a loan
to any person. Such practices shall include the following:
(1) The willingness and the financial ability of the borrower to
repay the loan.
(2) The market value of any real estate and of any other item of
property proposed as security for any loan.
(3) Diversification of the financial institution's investment
portfolio.
Sec. 146 RCW 30.04.555 and 1994 c 256 s 38 are each
amended to
read as follows:
A reorganization authorized under RCW 30.04.550 (as recodified by
this act) shall be carried out in the following manner:
(1) A plan of reorganization specifying the manner in which the
reorganization shall be carried out must be approved by a majority of
the entire board of directors of the banking corporation. The plan
shall specify the name of the acquiring corporation, the amount of
cash, securities of the bank holding company, other consideration, or
any combination thereof to be paid to the shareholders of the
reorganizing corporation in exchange for their shares of the stock of
the corporation. The plan shall also specify the exchange date or the
manner in which such exchange date shall be determined, the manner in
which the exchange shall be carried out, and such other matters, not
inconsistent with this chapter, as shall be determined by the board of
directors of the corporation.
(2) The plan of reorganization shall be submitted to the
shareholders of the reorganizing corporation at a meeting to be held on
the call of the directors. Notice of the meeting of shareholders at
which the plan shall be considered shall be given by prepaid first-class mail at least twenty days before the date of the meeting, to each
stockholder of record of the banking corporation. The notice shall
state that dissenting shareholders will be entitled to payment of the
value of only those shares which are voted against approval of the
plan.
Sec. 147 RCW 30.04.560 and 1994 c 92 s 37 are each amended to
read as follows:
If the shareholders approve the reorganization by a two-thirds vote
of each class of shares entitled to vote under the terms of such
shares, and if it is thereafter approved by the director and
consummated, any shareholder of the banking corporation who has voted
shares against such reorganization at such meeting or has given notice
in writing at or prior to such meeting to the banking corporation that
he or she dissents from the plan of reorganization and has not voted in
favor of the reorganization, shall be entitled to receive the value of
the shares determined as provided in RCW 30.04.565 (as recodified by
this act). Such dissenter's rights must be exercised by making written
demand which shall be delivered to the corporation at any time within
thirty days after the date of shareholder approval, accompanied by the
surrender of the appropriate stock certificates.
Sec. 148 RCW 30.04.570 and 1994 c 92 s 39 are each amended to
read as follows:
The reorganization and exchange authorized by RCW 30.04.550 through
30.04.570 (as recodified by this act) shall become effective as
follows:
(1) If the board of directors and shareholders of the state banking
corporation and the board of directors of the acquiring corporation
approve the plan of reorganization, then both corporations shall apply
for the approval of the director, providing such information as the
director by rule may prescribe.
(2) If the director approves the reorganization, the director shall
issue a certificate of reorganization to the state banking corporation.
(3) Upon the issuance of a certificate of reorganization by the
director, or on such later date as shall be provided for in the plan of
reorganization, the shares of the state banking corporation shall be
deemed to be exchanged in accordance with the plan of reorganization,
subject to the rights of dissenters under RCW 30.04.560 and 30.04.565
(as recodified by this act).
NEW SECTION. Sec. 149 (1) Notwithstanding any provisions of this
title, wherever notice by publication is required by a bank, such
notice may be undertaken by internet publication upon terms and
conditions that the director may adopt by rule.
(2) Notice to shareholders required under this title may be
undertaken by electronic means in the same manner as permitted for
general business corporations under RCW 23B.01.410.
Sec. 150 RCW 30.08.010 and 1994 c 256 s 41 and 1994 c 92 s 42 are
each reenacted and amended to read as follows:
When authorized by the director, as hereinafter provided, one or
more natural persons, citizens of the United States, may incorporate a
bank ((or trust company)) in the manner herein prescribed. No bank
((or trust company)) shall 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 bank ((or trust company)), and other
factors deemed pertinent by the director. Each bank ((and trust
company)) shall before commencing business 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 above 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.
Sec. 151 RCW 30.08.020 and 1999 c 14 s 11 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.
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. 152 RCW 30.08.025 and 2011 c 52 s 1 are each amended to read
as follows:
(1) Notwithstanding any other provision of this title, if the
conditions of this section are met, a bank((, a trust company,)) or a
holding company of a bank ((or a trust company,)) may be organized as,
or convert to, a limited liability company under the Washington limited
liability company act, chapter 25.15 RCW. As used in this section,
"bank" includes an applicant to become a bank or holding company of a
bank((, "trust company" includes an applicant to become a trust
company,)) and "holding company" means a holding company of a bank ((or
trust company)).
(2)(a) Before a bank((, trust company,)) or holding company may
organize as, or convert to, a limited liability company, the bank((,
trust company,)) or holding company must obtain approval of the
director.
(b)(i) To obtain approval under this section from the director, the
bank((, trust company,)) or holding company must file a request for
approval with the director at least ninety days before the day on which
the bank((, trust company,)) or holding company becomes a limited
liability company.
(ii) If the director does not disapprove the request for approval
within ninety days from the day on which the director receives the
request, the request is considered approved.
(iii) When taking action on a request for approval filed under this
section, the director may:
(A) Approve the request;
(B) Approve the request subject to terms and conditions the
director considers necessary; or
(C) Disapprove the request.
(3) To approve a request for approval, the director must find that
the bank((, trust company,)) or holding company:
(a) Will operate in a safe and sound manner; and
(b) Has the following characteristics:
(i) The certificate of formation and limited liability company
require or set forth that the duration of the limited liability company
is perpetual;
(ii) The bank((, trust company,)) or holding company is not
otherwise subject to automatic termination, dissolution, or suspension
upon the happening of some event other than the passage of time;
(iii) The exclusive authority to manage the bank, trust company, or
holding company is vested in a board of managers or directors that:
(A) Is elected or appointed by the owners;
(B) Is not required to have owners of the bank, trust company, or
holding company included on the board;
(C) Possesses adequate independence and authority to supervise the
operation of the bank, trust company, or holding company; and
(D) Operates with substantially the same rights, powers,
privileges, duties, and responsibilities as the board of directors of
a corporation;
(iv) Neither state law, nor the bank's((, trust company's,)) or
holding company's operating agreement, bylaws, or other organizational
documents provide that an owner of the bank((, trust company,)) or
holding company is liable for the debts, liabilities, and obligations
of the bank((, trust company,)) or holding company in excess of the
amount of the owner's investment;
(v) Neither state law, nor the bank's((, trust company's,)) or
holding company's operating agreement, bylaws, or other organizational
documents require the consent of any other owner of the bank((, trust
company,)) or holding company in order for any owner to transfer an
ownership interest in the bank((, trust company,)) or holding company,
including voting rights;
(vi) The bank((, trust company,)) or holding company is able to
obtain new investment funding if needed to maintain adequate capital;
(vii) The bank((, trust company,)) or holding company is able to
comply with all legal and regulatory requirements for a federally
insured depository bank((, trust company,)) or holding company of a
federally insured depository bank, under applicable federal and state
law; and
(viii) A bank((, trust company,)) or holding company that is
organized as a limited liability company shall maintain the
characteristics listed in this subsection (3)(b) during such time as it
is authorized to conduct business under this title as a limited
liability company.
(4)(a) All rights, privileges, powers, duties, and obligations of
a bank((, trust company,)) or holding company, that is organized as a
limited liability company, and its members and managers are governed by
the Washington limited liability company act, chapter 25.15 RCW,
except:
(i) To the extent chapter 25.15 RCW is in conflict with federal law
or regulation respecting the organization of a federally insured
depository institution as a limited liability company, such federal law
or regulation supersedes the conflicting provisions contained in
chapter 25.15 RCW in relation to a bank((, trust company,)) or holding
company organized as a limited liability company pursuant to this
section; and
(ii) Without limitation, the following are inapplicable to a
bank((, trust company,)) or holding company organized as a limited
liability company:
(A) Permitting automatic dissolution or suspension of a limited
liability company as set forth in RCW 25.15.270(1), pursuant to a
statement of limited duration which, though impermissible under
subsection (3)(b)(i) of this section, has been provided for in a
certificate of formation;
(B) Permitting automatic dissolution or suspension of a limited
liability company, pursuant to the limited liability company agreement,
as set forth in RCW 25.15.270(2);
(C) Permitting dissolution of the limited liability company
agreement based upon agreement of all the members, as set forth in RCW
25.l5.270(3);
(D) Permitting dissociation of all the members of the limited
liability company, as set forth in RCW 25.l5.270(4); and
(E) Permitting automatic dissolution or suspension of a limited
liability company, pursuant to operation of law, as otherwise set forth
in chapter 25.15 RCW.
(b) Notwithstanding (a) of this subsection:
(i) For purposes of transferring a member's interests in the
bank((, trust company,)) or holding company, a member's interest in the
bank((, trust company,)) or holding company is treated like a share of
stock in a corporation; and
(ii) If a member's interest in the bank((, trust company,)) or
holding company is transferred voluntarily or involuntarily to another
person, the person who receives the member's interest obtains the
member's entire rights associated with the member's interest in the
bank((, trust company,)) or holding company including all economic
rights and all voting rights.
(c) A bank((, trust company,)) or holding company may not by
agreement or otherwise change the application of (a) of this subsection
to the bank((, trust company,)) or holding company.
(5)(a) Notwithstanding any provision of chapter 25.15 RCW or this
section to the contrary, all voting members remain liable and
responsible as fiduciaries of a bank((, trust company,)) or holding
company organized as a limited liability company, regardless of
resignation, dissociation, or disqualification, to the same extent that
directors of a bank((, trust company,)) or holding company organized as
a corporation would be or remain liable or responsible to the
department and applicable federal banking regulators; and
(b) If death, incapacity, or disqualification of all members of the
limited liability company would result in a complete dissociation of
all members, then the bank, ((trust company,)) holding company, or
((all three)) both, as applicable is deemed nonetheless to remain in
existence for purposes of the department or an applicable federal
regulator, or both, having standing under RCW 30.44.270 (as recodified
by this act) or applicable federal law, or both, to exercise the powers
and authorities of a receiver for the bank((, trust company,)) or
holding company.
(6) For the purposes of this section, and unless the context
clearly requires otherwise, for the purpose of applying chapter 25.15
RCW to a bank((, trust company,)) or holding company organized as a
limited liability company:
(a) "Articles of incorporation" includes a limited liability
company's certificate of formation, as that term is used in RCW
25.15.005(1) and 25.15.070, and a limited liability company agreement
as that term is used in RCW 25.15.005(5);
(b) "Board of directors" includes one or more persons who have,
with respect to a bank((, trust company,)) or holding company described
in subsection (1) of this section, authority that is substantially
similar to that of a board of directors of a corporation;
(c) "Bylaws" includes a limited liability company agreement as that
term is defined in RCW 25.15.005(5);
(d) "Corporation" includes a limited liability company organized
under chapter 25.15 RCW;
(e) "Director" includes any of the following of a limited liability
company:
(i) A manager;
(ii) A director; or
(iii) Other person who has, with respect to the bank((, trust
company,)) or holding company described in subsection (1) of this
section, authority substantially similar to that of a director of a
corporation;
(f) "Dividend" includes distributions made by a limited liability
company under RCW 25.15.215;
(g) "Incorporator" includes the person or persons executing the
certificate of formation as provided in RCW 25.15.085(1);
(h) "Officer" includes any of the following of a bank((, trust
company,)) or holding company:
(i) An officer; or
(ii) Other person who has, with respect to the bank((, trust
company,)) or holding company, authority substantially similar to that
of an officer of a corporation;
(i) "Security," "shares," or "stock" of a corporation includes a
membership interest in a limited liability company and any certificate
or other evidence of an ownership interest in a limited liability
company; and
(j) "Stockholder" or "shareholder" includes an owner of an equity
interest in a bank((, trust company,)) or holding company, including a
member as defined in RCW 25.15.005(8) and 25.15.115.
Sec. 153 RCW 30.08.030 and 1994 c 92 s 44 are each amended to
read as follows:
When the notice of intention to organize and proposed articles of
incorporation complying with the foregoing requirements 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 such articles are such as to command confidence and
warrant belief that the business of the proposed bank ((or trust
company)) 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 bank and
whether the proposed bank ((or trust company)) is being formed for
other than the legitimate objects covered by this title.
Sec. 154 RCW 30.08.055 and 1994 c 256 s 53 are each amended to
read as follows:
A bank ((or trust company)) 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 bank ((or trust company));
(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 30.08.090 (as recodified by this act).
Sec. 155 RCW 30.08.060 and 1994 c 92 s 47 are each amended to
read as follows:
Before any bank ((or trust company)) shall be 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 corporation therein
named has complied with the requirements of law, that it is authorized
to transact the business of a bank ((or trust company, or both, as the
case may be)): PROVIDED, HOWEVER, That the director may make his or
her issuance of the certificate to a bank ((or trust company))
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: PROVIDED, HOWEVER, That 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.
Sec. 156 RCW 30.08.070 and 1994 c 92 s 48 are each amended to
read as follows:
Every corporation heretofore or hereafter authorized by the laws of
this state to do business as a bank ((or trust company)), 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: PROVIDED, That 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 therein.
Sec. 157 RCW 30.08.080 and 1999 c 14 s 12 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)), 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)) 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. 158 RCW 30.08.081 and 1994 c 256 s 52 are each amended to
read as follows:
(1) Shares of a bank ((or trust company)) 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/
(2) Unless the articles of incorporation or bylaws provide
otherwise, the board of directors of a bank ((or trust company)) 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 bank ((or trust company)).
(3) Within a reasonable time after the issue or transfer of shares
without certificates, the bank ((or trust company)) shall send the
shareholder a written statement of the information required to be
stated on certificates under subsection (1) of this section.
Sec. 159 RCW 30.08.082 and 1994 c 256 s 44 and 1994 c 92 s 50 are
each reenacted and amended to read as follows:
(1) Notwithstanding any other provisions of law and if so
authorized by its articles of incorporation or amendments thereto made
in the manner provided in the case of a capital increase, any bank ((or
trust company)) may, pursuant to action taken by its board of directors
from time to time with the approval of the director, issue shares of
preferred or special classes of stock with the attributes and in such
amounts and with such par value, if any, as shall be determined by the
board of directors from time to time with the approval of the director.
No increase of preferred stock shall be valid until the amount thereof
shall have been subscribed and actually paid in.
(2) If provided in its articles of incorporation, a bank ((or trust
company)) may issue shares of preferred or special classes having any
one or several of the following provisions:
(a) Subjecting the shares to the right of the bank ((or trust
company)) to repurchase or retire any such shares at the price fixed by
the articles of incorporation for the repurchase or retirement thereof;
(b) Entitling the holders thereof to cumulative, noncumulative, or
partially cumulative dividends;
(c) Having preference over any other class or classes of shares as
to the payment of dividends;
(d) Having preference in the assets of the bank ((or trust
company)) over any other class or classes of shares upon the voluntary
or involuntary liquidation of the bank ((or trust company));
(e) Having voting or nonvoting rights; and
(f) Being convertible into shares of any other class or into shares
of any series of the same or any other class, except a class having
prior or superior rights and preferences as to dividends or
distribution of assets upon liquidation.
Sec. 160 RCW 30.08.084 and 1994 c 92 s 52 are each amended to
read as follows:
Notwithstanding any other provisions of law, whether relating to
restriction upon the payment of dividends upon capital stock or
otherwise, the holders of shares of preferred or special classes of
stock shall be entitled to receive such dividends on the purchase price
received by the bank ((or trust company)) for such stock as may be
provided by the articles of incorporation or by the board of directors
of the bank ((or trust company)) with the approval of the director.
No dividends shall be declared or paid on common stock until
cumulative dividends, if any, on the shares of preferred or special
classes of stock shall have been paid in full; and, if the director
takes possession of a bank ((or trust company)) for purposes of
liquidation, no payments shall be made to the holders of the common
stock until the holders of the shares of preferred or special classes
of stock shall have been paid in full such amount as may be provided
under the terms of said shares plus all accumulated dividends, if any.
Sec. 161 RCW 30.08.086 and 1986 c 279 s 25 are each amended to
read as follows:
If any part of the capital of a bank ((and trust company)) consists
of preferred stock, the determination of whether or not the capital of
such bank is impaired and the amount of such impairment shall be based
on the value of its stock as established at the time it was issued, or
its par value, if any, even though the amount which the holders of such
preferred stock shall be entitled to receive in the event of retirement
or liquidation shall be in excess of the originally established value
or the par value of such preferred stock.
Sec. 162 RCW 30.08.087 and 1994 c 256 s 45 are each amended to
read as follows:
Any bank ((or trust company)) may provide in its articles of
incorporation or amendments thereto for authorized but unissued shares
of its capital stock. The shares may be issued for such consideration
as shall be established by the board from time to time and all
consideration received therefor shall be allocated to the capital stock
or surplus of the corporation.
Sec. 163 RCW 30.08.090 and 1994 c 256 s 47 and 1994 c 92 s 54 are
each reenacted and amended to read as follows:
Unless the articles of incorporation provide otherwise, the board
of directors of a bank ((or trust company)) may, by majority vote,
amend the bank's ((or trust company's)) articles of incorporation
without shareholder action as follows:
(1) If the bank ((or trust company)) has only one class of shares
outstanding, to provide, change, or eliminate any provision with
respect to the par value of any class of shares;
(2) To delete the name and address of the initial directors;
(3) If the bank ((or trust company)) has only one class of shares
outstanding, solely to change the number of authorized shares to
effectuate a split of, or stock dividend in, the bank's ((or trust
company's)) own shares, or solely to do so and to change the number of
authorized shares in proportion thereto;
(4) To change the bank's ((or trust company's)) name; or
(5) To make any other change expressly permitted by this title to
be made without shareholder action.
Other amendments to a bank's ((or trust company's)) articles of
incorporation, in a manner not inconsistent with the provisions of this
title, require the affirmative vote of the stockholders representing
two-thirds of each class of shares entitled to vote under the terms of
the shares at a regular meeting, or special meeting duly called for
that purpose in the manner prescribed by the bank's ((or trust
company's)) bylaws. No amendment shall be made whereby a bank becomes
a trust company unless such bank first receives permission from the
director.
Sec. 164 RCW 30.08.092 and 1994 c 256 s 48 and 1994 c 92 s 55 are
each reenacted and amended to read as follows:
A bank ((or trust company)) may increase or decrease its capital
stock by amendment to its articles of incorporation. No issuance of
capital stock shall be valid, until the amount thereof shall have been
actually paid in. No reduction of the capital stock shall be made to
an amount less than is required for capital by the director.
Sec. 165 RCW 30.08.140 and 2013 c 76 s 9 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.
Sec. 166 RCW 30.08.140 and 2013 c 76 s 10 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 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 (as recodified by this act) are complied with to the
satisfaction of the director.
Sec. 167 RCW 30.08.150 and 2011 c 336 s 746 are each amended to
read as follows:
(1) Upon the issuance of a certificate of authority to a ((trust
company)) bank, the persons named in the articles of incorporation and
their successors shall ((thereupon become a corporation and shall))
have the power((:)) to engage in trust business and other
business the same as a state trust company as set forth in section
329(1) (b) through (q) of this act.
(1) To execute all the powers and possess all the privileges
conferred on banks.
(2) To act as fiscal or transfer agent of the United States or of
any state, municipality, body politic, or corporation and in such
capacity to receive and disburse money.
(3) To transfer, register, and countersign certificates of stock,
bonds, or other evidences of indebtedness and to act as attorney-in-fact or agent of any corporation, foreign or domestic, for any purpose,
statutory or otherwise.
(4) To act as trustee under any mortgage, or bonds, issued by any
municipality, body politic, or corporation, foreign or domestic, or by
any individual, firm, association, or partnership, and to accept and
execute any municipal or corporate trust.
(5) To receive and manage any sinking fund of any corporation upon
such terms as may be agreed upon between such corporation and those
dealing with it.
(6) To collect coupons on or interest upon all manner of
securities, when authorized so to do, by the parties depositing the
same.
(7) To accept trusts from and execute trusts for married persons in
respect to their separate property and to be their agent in the
management of such property and to transact any business in relation
thereto.
(8) To act as receiver or trustee of the estate of any person, or
to be appointed to any trust by any court, to act as assignee under any
assignment for the benefit of creditors of any debtor, whether made
pursuant to statute or otherwise, and to be the depositary of any
moneys paid into court.
(9) To be appointed and to accept the appointment of executor of,
or trustee under, the last will and testament, or administrator with or
without the will annexed, of the estate of any deceased person and to
be appointed and to act as guardian of the estate of lunatics, idiots,
persons of unsound mind, minors and habitual drunkards: PROVIDED,
HOWEVER, That the power hereby granted to trust companies to act as
guardian or administrator, with or without the will annexed, shall not
be construed to deprive parties of the prior right to have issued to
them letters of guardianship, or of administration, as such right now
exists under the law of this state.
(10) To execute any trust or power of whatever nature or
description that may be conferred upon or entrusted or committed to it
by any person or by any court or municipality, foreign or domestic
corporation, and any other trust or power conferred upon or entrusted
or committed to it by grant, assignment, transfer, devise, bequest, or
by any other authority and to receive, take, use, manage, hold, and
dispose of, according to the terms of such trusts or powers any
property or estate, real or personal, which may be the subject of any
such trust or power.
(11) Generally to execute trusts of every description not
inconsistent with law.
(12) To purchase, invest in, and sell promissory notes, bills of
exchange, bonds, debentures, and mortgages and when moneys are borrowed
or received for investment, the bonds or obligations of the company may
be given therefor, but no trust company hereafter organized shall issue
such bonds: PROVIDED, That no trust company which receives money for
investment and issues the bonds of the company therefor shall engage in
the business of banking or receiving of either savings or commercial
deposits: AND PROVIDED, That it shall not issue any bond covering a
period of more than ten years between the date of its issuance and its
maturity date: AND PROVIDED FURTHER, That if for any cause, the holder
of any such bond upon which one or more annual rate installments have
been paid, shall fail to pay the subsequent annual rate installments
provided in said bond such holder shall, on or before the maturity date
of said bond, be paid not less than the full sum which he or she has
paid in on account of said bond
(2) Notwithstanding the powers of a trust business set forth in
section 329(1) (b) through (k) of this act and as the director may
designate by rule pursuant to section 329(1)(q) of this act, a bank
shall notify the director prior to commencing trust business, and
comply with additional preconditions as may be required by the board of
governors of the federal reserve system, the federal deposit insurance
corporation, or by rule adopted by the director.
(3) A bank under this title is deemed to be a trust company for
purposes of authorization to be a personal representative under RCW
11.36.010.
Sec. 168 RCW 30.08.180 and 1995 c 344 s 3 are each amended to
read as follows:
Every bank ((and trust company)) shall make at least three regular
reports each year to the director, as of the dates which he or she
shall designate, according to form prescribed by him or her, verified
by the president, manager or cashier and attested by at least two
directors, which shall exhibit under appropriate heads the resources
and liabilities of such corporation. The dates designated by the
director shall be the dates designated by the comptroller of the
currency of the United States for reports of national banking
associations.
Every such corporation shall also make such special reports as the
director shall call for.
Sec. 169 RCW 30.08.190 and 1995 c 344 s 4 and 1995 c 134 s 6 are
each reenacted and amended to read as follows:
(1) Every regular report shall be filed with the director within
thirty days from the date of issuance of the notice. Every special
report shall be filed with the director within such time as shall be
specified by him or her in the notice therefor.
(2) The director shall provide a copy of any regular report free of
charge to any person that submits a written request for the report.
(3) Every bank ((and trust company)) which fails to file any
report, required to be filed under subsection (1) of this section and
within the time specified, shall be subject to a penalty of fifty
dollars per day for each day's delay. A civil action for the recovery
of any such penalty may be brought by the attorney general in the name
of the state.
Sec. 170 RCW 30.12.010 and 1994 c 256 s 54 and 1994 c 92 s 62 are
each reenacted and amended to read as follows:
Every bank ((and trust company)) shall be managed by not less than
five directors, who need not be residents of this state. Directors
shall be elected by the stockholders and hold office for such term as
is specified in the articles of incorporation, not exceeding three
years, and until their successors are elected and have qualified. In
the first instance the directors shall be those named in the articles
of incorporation and afterwards, those elected at the annual meeting of
the stockholders to be held at least once each year on a day to be
specified by the bank's ((or trust company's)) bylaws. Shareholders
may not cumulate their votes unless the articles of incorporation
specifically so provide. If for any cause no election is held at that
time, it may be held at an adjourned meeting or at a subsequent meeting
called for that purpose in the manner prescribed by the corporation's
bylaws. The directors shall meet at least once each quarter and
whenever required by the director. A majority of the then serving
board of directors shall constitute a quorum for the transaction of
business. At all stockholders' meetings, each share shall be entitled
to one vote, unless the articles of incorporation provide otherwise.
Any stockholder may vote in person or by written proxy.
Each director, so far as the duty devolves upon him or her, shall
diligently and honestly administer the affairs of such corporation and
shall not knowingly violate or willingly permit to be violated any
provision of law applicable to such corporation. Vacancies in the
board of directors shall be filled by the board.
Sec. 171 RCW 30.12.020 and 1994 c 256 s 55 are each amended to
read as follows:
All meetings of the stockholders of any bank ((or trust company)),
except organization meetings and meetings held with the consent of all
stockholders, must be held in the county in which the head office or
any branch of the corporation is located. Meetings of the directors of
any bank ((or trust company)) may be held either within or without this
state. Every such corporation shall keep records in which shall be
recorded the names and residences of the stockholders thereof, the
number of shares held by each, and also the transfers of stock, showing
the time when made, the number of shares and by whom transferred. In
all actions, suits and proceedings, said records shall be prima facie
proof of the facts shown therein. All of the corporate books,
including the certificate book, stockholders' ledger and minute book or
a copy thereof shall be kept at the corporation's principal place of
business. Any books, record, and minutes may be in written form or any
other form capable of being converted to written form within a
reasonable time.
Sec. 172 RCW 30.12.025 and 1986 c 279 s 32 are each amended to
read as follows:
Any person who has been a shareholder of record at least six months
immediately preceding his or her demand or who is the holder of record
of at least five percent of all the outstanding shares of a bank ((or
trust company)), upon written demand stating the purpose thereof, has
the right to examine, in person, or by agent or attorney, at any
reasonable time or times, for any proper purpose, the bank's ((or trust
company's)) minutes of the proceedings of its shareholders, its
shareholder records, and its existing publicly available records. The
person is entitled to make extracts therefrom, except that the person
is not entitled to view or make extracts of any portion of minutes that
refer or relate to information which is confidential.
Any officer or agent who, or a bank ((or trust company)) that,
refuses to allow any such shareholder or his or her agent or attorney,
to examine and make extracts from its minutes of the proceedings of its
shareholders, record of shareholders, or existing publicly available
books and records, for any proper purpose, shall be liable to the
shareholder for actual damages or other remedy afforded the shareholder
by law.
It is a defense to any action for penalties under this section that
the person suing therefor has, within two years: (1) Sold or offered
for sale any list of shareholders for shares of such bank ((or trust
company)) or any other bank ((or trust company)); (2) aided or abetted
any person in procuring any list of shareholders for any such purpose;
(3) improperly used any information secured through any prior
examination of existing publicly available books and records, or
minutes, or record of shareholders of such bank ((or trust company)) or
any other bank ((or trust company)); or (4) not acted in good faith or
for a proper purpose in making his or her demand.
Nothing in this section impairs the power of any court of competent
jurisdiction, upon proof by a shareholder of proper purpose,
irrespective of the period of time during which the shareholder has
been a shareholder of record, and irrespective of the number of shares
held by him or her, to compel the production for examination by the
shareholder of the existing publicly available books and records,
minutes, and record of shareholders of a bank ((or trust company)).
Upon the written request of any shareholder of a bank ((or trust
company)), the bank ((or trust company)) shall mail to the shareholder
its most recent financial statements showing in reasonable detail its
assets and liabilities and the results of its operations. As used in
this section, "shareholder" includes the holder of voting trust
certificates for shares.
Sec. 173 RCW 30.12.030 and 1994 c 92 s 63 are each amended to
read as follows:
(1) Except as otherwise permitted by the director under specified
terms and conditions, the board of directors of each bank ((and trust
company)) shall direct and require good and sufficient surety company
fidelity bonds issued by a company authorized to engage in the
insurance business in the state of Washington on all active officers
and employees, whether or not they draw salary or compensation, which
bonds shall provide for indemnity to such bank ((or trust company)), on
account of any losses sustained by it as the result of any dishonest,
fraudulent or criminal act or omission committed or omitted by them
acting independently or in collusion or combination with any person or
persons. Such bonds may be individual, schedule or blanket form, and
the premiums therefor shall be paid by the bank ((or trust company)).
(2) The said directors shall also direct and require suitable
insurance protection to the bank ((or trust company)) against burglary,
robbery, theft and other similar insurance hazards to which the bank
((or trust company)) may be exposed in the operations of its business
on the premises or elsewhere.
The said directors shall be responsible for prescribing at least
once in each year the amount or penal sum of such bonds or policies and
the sureties or underwriters thereon, after giving due consideration to
all known elements and factors constituting such risk or hazard. Such
action shall be recorded in the minutes of the board of directors.
Sec. 174 RCW 30.12.040 and 2010 c 88 s 20 are each amended to
read as follows:
(1) The director may issue and serve a board director, officer, or
employee of a bank ((or trust company)) with written notice of intent
to remove the person from office or employment or to prohibit the
person from participating in the conduct of the affairs of the bank
((or trust company)) or any other depository institution, ((trust
company,)) bank holding company, thrift holding company, or financial
holding company doing business in this state whenever, in the opinion
of the director:
(a) Reasonable cause exists to believe the person has committed a
material violation of law, an unsafe and unsound practice, or a
violation or practice involving a breach of fiduciary duty, personal
dishonesty, recklessness, or incompetence; and
(b) The bank((, trust company,)) or holding company has suffered or
is likely to suffer substantial financial loss or other damage; or
(c) The interests of depositors or trust beneficiaries could be
seriously prejudiced by reason of the violation or practice.
(2) The director may issue and serve a board director, officer, or
employee of a holding company with written notice of intent to remove
the person from office or employment or to prohibit the person from
participating in the conduct of the affairs of the holding company, its
subsidiary bank ((or trust company)), or any other depository
institution, ((trust company,)) bank holding company, thrift holding
company, or financial holding company doing business in this state
whenever, in the opinion of the director:
(a) Reasonable cause exists to believe the person has committed a
material violation of law, an unsafe and unsound practice, or a
violation or practice involving a breach of fiduciary duty, personal
dishonesty, recklessness, or incompetence; and
(b) The subsidiary bank ((or trust company)) has suffered or is
likely to suffer substantial financial loss or other damage; or
(c) The interests of depositors ((or trust beneficiaries)) of the
subsidiary bank ((or trust company)) could be seriously prejudiced by
reason of the violation or practice.
Sec. 175 RCW 30.12.0401 and 2010 c 88 s 21 are each amended to
read as follows:
The director may serve written notice of charges under RCW
30.12.040 (as recodified by this act) to suspend a person from further
participation in any manner in the conduct of the affairs of a bank((,
trust company,)) or holding company, if the director determines that
such an action is necessary for the protection of the bank ((or trust
company)), or the interests of the depositors ((or trust
beneficiaries)) of the bank ((or trust company)). Any suspension
notice issued by the director is effective upon service, and unless the
superior court of the county of its principal place of business issues
a stay of the order, remains in effect and enforceable until:
(1) The director dismisses the charges contained in the notice
served to the person; or
(2) The effective date of a final order for removal of the person
under RCW 30.12.040 (as recodified by this act).
Sec. 176 RCW 30.12.042 and 2010 c 88 s 22 are each amended to
read as follows:
(1) A notice of an intention to remove a director, officer, or
employee from office or to prohibit his or her participation in the
conduct of the affairs of a bank((, trust company,)) or holding company
shall contain a statement of the facts which constitute grounds
therefor and shall fix a time and place at which a hearing will be
held. The hearing shall be set not earlier than ten days or later than
thirty days after the date of service of the notice unless an earlier
or later date is set by the director at the request of the director,
officer, or employee for good cause shown or of the attorney general of
the state.
(2) Unless the director, officer, or employee appears at the
hearing personally or by a duly authorized representative, the person
shall be deemed to have consented to the issuance of an order of
removal or prohibition or both. In the event of such consent or if
upon the record made at the hearing the director finds that any of the
grounds specified in the notice have been established, the director may
issue such orders of removal from office or prohibition from
participation in the conduct of the affairs of the bank((, trust
company,)) or holding company as the director may consider appropriate.
(3) Any order shall become effective at the expiration of ten days
after service upon the bank((, trust company,)) or holding company and
the director, officer, or employee concerned except that an order
issued upon consent shall become effective at the time specified in the
order.
(4) An order shall remain effective except to the extent it is
stayed, modified, terminated, or set aside by the director or a
reviewing court.
Sec. 177 RCW 30.12.044 and 2010 c 88 s 23 are each amended to
read as follows:
If at any time because of the removal of one or more directors
under this chapter there shall be on the board of directors of a
bank((, trust company,)) or holding company less than a quorum of
directors, all powers and functions vested in or exercisable by the
board shall vest in and be exercisable by the director or directors
remaining until such time as there is a quorum on the board of
directors. If all of the directors of a bank((, trust company,)) or
holding company are removed under this chapter, the director shall
appoint persons to serve temporarily as directors until such time as
their respective successors take office.
Sec. 178 RCW 30.12.047 and 2010 c 88 s 24 are each amended to
read as follows:
Any present or former director, officer, or employee of a bank((,
trust company,)) or holding company, or any other person against whom
there is outstanding an effective final order served upon the person
and who participates in any manner in the conduct of the affairs of the
bank((, trust company,)) or holding company involved; or who directly
or indirectly solicits or procures, transfers or attempts to transfer,
or votes or attempts to vote any proxies, consents, or authorizations
with respect to any voting rights in the bank((, trust company,)) or
holding company; or who, without the prior approval of the director,
votes for a director or serves or acts as a director, officer,
employee, or agent of any bank((, trust company,)) or holding company
shall upon conviction for a violation of any order, be guilty of a
gross misdemeanor punishable as prescribed under chapter 9A.20 RCW, as
now or hereafter amended.
Sec. 179 RCW 30.12.060 and 1994 c 92 s 69 are each amended to
read as follows:
(1) Any bank ((or trust company)) shall be permitted to make loans
to any employee of such corporation, or to purchase, discount or
acquire, as security or otherwise, the obligation or debt of any
employee to any other person, to the same extent as if the employee
were in no way connected with the corporation. Any bank ((or trust
company)) shall be permitted to make loans to any officer of such
corporation, or to purchase, discount or acquire, as security or
otherwise, the obligation or debt of any officer to any other person:
PROVIDED, That the total value of the loans made and obligation
acquired for any one officer shall not exceed such amount as shall be
prescribed by the director pursuant to regulations adopted in
accordance with the Administrative Procedure Act, chapter 34.05 RCW, as
now or hereafter amended: AND PROVIDED FURTHER, That no such loan
shall be made, or obligation acquired, in excess of five percent of a
bank's capital and unimpaired surplus or twenty-five thousand dollars,
whichever is larger, unless a resolution authorizing the same shall be
adopted by a vote of a majority of the board of directors of such
corporation prior to the making of such loan or discount, and such vote
and resolution shall be entered in the corporate minutes. In no event
shall the loan or obligation acquired exceed five hundred thousand
dollars in the aggregate without prior approval by a majority of the
corporation's board of directors. No loan in excess of five percent of
a bank's capital and unimpaired surplus or twenty-five thousand
dollars, whichever is larger, shall be made by any bank ((or trust
company)) to any director of such corporation nor shall the note or
obligation in excess of five percent of a bank's capital and unimpaired
surplus or twenty-five thousand dollars, whichever is larger, of such
director be discounted by any such corporation, or by any officer or
employee thereof in its behalf, unless a resolution authorizing the
same shall be adopted by a vote of a majority of the entire board of
directors of such corporation exclusive of the vote of such interested
director, and such vote and resolution shall be entered in the
corporate minutes. In no event may the loan or obligation acquired
exceed five hundred thousand dollars in the aggregate without prior
approval by a majority of the corporation's board of directors.
Each bank ((or trust company)) shall at such times and in such form
as may be required by the director, report to the director all
outstanding loans to directors of such bank ((or trust company)).
The amount of any endorsement or agreement of suretyship or
guaranty of any such director to the corporation shall be construed to
be a loan within the provisions of this section. Any modification of
the terms of an existing obligation (excepting only such modifications
as merely extend or renew the indebtedness) shall be construed to be a
loan within the meaning of this section.
(2) "Unimpaired surplus," as used in this section, consists of the
sum of the following amounts:
(a) Fifty percent of the reserve for possible loan losses;
(b) Subordinated notes and debentures;
(c) Surplus;
(d) Undivided profits; and
(e) Reserve for contingencies and other capital reserves, excluding
accrued dividends on preferred stock.
Sec. 180 RCW 30.12.070 and 2010 c 88 s 25 are each amended to
read as follows:
The director may at any time, if in his or her judgment excessive,
unsafe, or improvident loans are being made or are likely to be made by
a bank ((or trust company)) to any of its directors or officers or the
directors or officers of its holding company, or to any corporation,
copartnership or association of which such director is a stockholder,
member, co-owner, or in which such director is financially interested,
or like discounts of the notes or obligations of any such director,
corporation, copartnership or association are being made or are likely
to be made, require such bank ((or trust company)) to submit to him or
her for approval all proposed loans to, or discounts of the note or
obligation of, any such director, officer, corporation, copartnership
or association, and thereafter such proposed loans and discounts shall
be reported upon such forms and with such information concerning the
desirability and safety of such loans or discounts and of the
responsibility and financial condition of the person, corporation,
copartnership or association to whom such loan is to be made or whose
note or obligation is to be discounted and of the amount and value of
any collateral that may be offered as security therefor, as the
director may require, and no such loan or discount shall be made
without his or her written approval thereon.
Sec. 181 RCW 30.12.090 and 2010 c 88 s 26 are each amended to
read as follows:
Every person who shall knowingly subscribe to or make or cause to
be made any false statement or false entry in the books of any bank((,
trust company,)) or holding company, or shall knowingly subscribe to or
exhibit any false or fictitious paper or security, instrument or paper,
with the intent to deceive any person authorized to examine into the
affairs of any bank(([,] trust company,)) or holding company, or shall
make, state, or publish any false statement of the amount of the assets
or liabilities of any bank((, trust company,)) or holding company, is
guilty of a class B felony punishable according to chapter 9A.20 RCW.
Sec. 182 RCW 30.12.100 and 2010 c 88 s 27 are each amended to
read as follows:
Every officer, director, or employee or agent of any bank((, trust
company,)) or holding company who, for the purpose of concealing any
fact or suppressing any evidence against himself or herself, or against
any other person, abstracts, removes, mutilates, destroys or secretes
any paper, book or record of any bank((, trust company,)) or holding
company, or of the director, or of anyone connected with his or her
office, is guilty of a class B felony punishable according to chapter
9A.20 RCW.
Sec. 183 RCW 30.12.110 and 1986 c 279 s 35 are each amended to
read as follows:
No officer, director, agent, employee or stockholder of any bank
((or trust company)) shall, directly or indirectly, receive a bonus,
commission, compensation, remuneration, gift, speculative interest or
gratuity of any kind from any person, firm or corporation other than
the bank or as allowed by RCW 30.12.115 (as recodified by this act) for
granting, procuring or endeavoring to procure, for any person, firm or
corporation, any loan by or out of the funds of such bank ((or trust
company)) or the purchase or sale of any securities or property for or
on account of such bank ((or trust company)) or for granting or
procuring permission for any person, firm or corporation to overdraw
any account with such bank ((or trust company)). Any person violating
this section shall be guilty of a gross misdemeanor.
Sec. 184 RCW 30.12.180 and 1994 c 92 s 72 are each amended to
read as follows:
Whenever the director shall notify the board of directors of a bank
((or trust company)) to levy an assessment upon the stock of such
corporation and the holders of two-thirds of the stock shall consent
thereto, such board shall, within ten days from the issuance of such
notice, adopt a resolution for the levy of such assessment, and shall
immediately upon the adoption of such resolution serve notice upon each
stockholder, personally or by mail, at his or her last known address,
to pay such assessment; and that if the same be not paid within twenty
days from the date of the issuance of such notice, his or her stock
will be subject to sale and all amounts previously paid thereon shall
be subject to forfeiture. If any stockholder fail within said twenty
days to pay the assessment as provided in this section, it shall be the
duty of the board of directors to cause a sufficient amount of the
capital stock of such stockholder to be sold to make good the
deficiency. The sale shall be held at such time and place as shall be
designated by the board of directors and shall be either public or
private, as the board shall deem best. At any time after the
expiration of sixty days from the expiration of said twenty-day period
the director may require any stock upon which the assessment remains
unpaid to be canceled and deducted from the capital of the corporation.
If such cancellation shall reduce the capital of the corporation below
the minimum required by this title or its articles of incorporation the
capital shall, within thirty days thereafter be increased to the
required amount by original subscription, in default of which the
director may take possession of such corporation in the manner provided
by law in case of insolvency.
Sec. 185 RCW 30.12.190 and 2010 c 88 s 28 are each amended to
read as follows:
(1) Every person who shall knowingly violate, or knowingly aid or
abet the violation of any provision of RCW 30.04.010, 30.04.030,
30.04.050, 30.04.060, 30.04.070, 30.04.075, 30.04.111, 30.04.120,
30.04.130, 30.04.180, 30.04.210, 30.04.220, 30.04.280, 30.04.300,
30.08.010, 30.08.020, 30.08.030, 30.08.040, 30.08.050, 30.08.060,
30.08.080, 30.08.090, ((30.08.095,)) 30.08.140, 30.08.150, 30.08.160,
30.08.180, 30.08.190, 30.12.010, 30.12.020, 30.12.030, 30.12.060,
30.12.070, 30.12.130, 30.12.180, 30.12.190, 30.16.010, 30.20.060,
30.44.010, 30.44.020, 30.44.030, 30.44.040, 30.44.050, 30.44.060,
30.44.070, 30.44.080, 30.44.090, 30.44.100, 30.44.130, 30.44.140,
30.44.150, 30.44.160, 30.44.170, 30.44.240, 30.44.250 (as recodified by
this act), 43.320.060, 43.320.070, 43.320.080, and 43.320.100, and any
director, officer, or employee of a bank((, trust company,)) or holding
company who fails to perform any act which it is therein made his or
her duty to perform, shall be guilty of a misdemeanor.
(2) A director, officer, or employee of a bank((, trust company,))
or holding company who has been convicted for the violation of the
banking laws of this or any other state or of the United States shall
not be permitted to engage in or become or remain a board director,
officer, or employee of any bank, trust company, or holding company
organized and existing under the laws of this state, or of any other
depository institution, trust company, bank holding company, thrift
holding company, or financial holding company doing business in this
state.
Sec. 186 RCW 30.12.205 and 1986 c 279 s 37 are each amended to
read as follows:
Subject to any restrictions in its articles of incorporation and in
accordance with and subject to the provisions of RCW 30.08.088 (as
recodified by this act), the board of directors of a bank ((or trust
company)) may grant options entitling the holders thereof to purchase
from the corporation shares of any class of its stock. The instrument
evidencing the option shall state the terms upon which, the time within
which, and the price at which such shares may be purchased from the
corporation upon the exercise of such option. If any such options are
granted by contract, or are to be granted pursuant to a plan, to
officers or employees of the bank ((or trust company)), then the
contract or the plan shall require the approval, within twelve months
of its approval by the board of directors, of the holders of a majority
of its voting capital stock. Subsequent amendments to any such
contract or plan which do not change the price or duration of any
option, the maximum number of shares which may be subject to options,
or the class of employees eligible for options may be made by the board
of directors without further shareholder approval.
Subject to any restrictions in its articles of incorporation, the
board of directors of a bank ((or trust company)) shall have the
authority to enter into any plans or contracts providing for
compensation for its officers and employees, including, but not being
limited to, incentive bonus contracts, stock purchase or bonus plans
and profit sharing plans.
Sec. 187 RCW 30.12.220 and 1979 c 106 s 8 are each amended to
read as follows:
The articles of incorporation of any bank ((or trust company))
organized under this title may limit or permit the preemptive rights of
a shareholder to acquire unissued shares of the corporation and may
thereafter by amendment limit, deny, or grant to shareholders of any
class of stock the preemptive right to acquire additional shares of the
corporation whether then or thereafter authorized.
Sec. 188 RCW 30.12.240 and 2010 c 88 s 29 are each amended to
read as follows:
If the directors of any bank((, trust company,)) or holding company
shall knowingly violate, or knowingly permit any of the officers,
agents, or employees of the bank ((or trust company)) to violate any of
the provisions of this title or any lawful regulation or directive of
the director, and if the directors are aware that such facts and
circumstances constitute such violations, then each director who
participated in or assented to the violation is personally and
individually liable for all damages which the state or any insurer of
the deposits of the bank ((or trust company, or any trust beneficiary
of the trust company,)) sustains due to the violation.
Sec. 189 RCW 30.16.010 and 1955 c 33 s 30.16.010 are each amended
to read as follows:
No director, officer, agent or employee of any bank ((or trust
company)) shall certify a check unless the amount thereof actually
stands to the credit of the drawer on the books of such corporation and
when certified must be charged to the account of the drawer. Every
violation of this provision shall be a gross misdemeanor. Any such
check so certified by a duly authorized person shall be a good and
valid obligation of the bank ((or trust company)) in the hands of an
innocent holder.
Sec. 190 RCW 30.20.005 and 1994 c 92 s 74 are
each amended to
read as follows:
Deposits made by individuals in a national bank, state bank((,
trust company,)) or other banking institution subject to the
supervision of the director are governed by chapter 30.22 RCW (as
recodified by this act).
Sec. 191 RCW 30.20.025 and 1985 c 305 s 2 are each amended to
read as follows:
Each person making a deposit in a bank ((or trust company)) shall
be given a receipt that shall show or in conjunction with the deposit
slip can be used to trace the name of the bank ((or trust company)),
the name of the account, the account number, the date, and the amount
deposited. If specifically requested by the depositor when making the
deposit, the receipt must expressly show the name of the bank ((or
trust company)), the date, the amount deposited, plus either the name
of the account or the account number or both the name of the account
and the account number.
Sec. 192 RCW 30.20.060 and 1996 c 2 s 8 are each amended to read
as follows:
A bank ((or trust company)) shall repay all deposits to the
depositor or his or her lawful representative when required at such
time or times and with such interest as the regulations of the
corporation shall prescribe. These regulations shall be prescribed by
the directors of the bank ((or trust company)) and may contain
provisions with respect to the terms and conditions upon which any
account or deposit will be maintained by the bank ((or trust company)).
These regulations and any amendments shall be available to depositors
on request, and shall be posted in a conspicuous place in the principal
office and each branch in this state or, if the regulations and any
amendments 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 these rules and
regulations and all amendments shall be binding upon all depositors.
At the option of the bank, a passbook shall be issued to each savings
account depositor, or a record maintained in lieu of a passbook. A
deposit contract may be adopted by the bank ((or trust company)) in
lieu
of or in addition to account rules and regulations and shall be
enforceable and amendable in the same manner as account rules and
regulations or as provided in the deposit contract. A copy of the
contract shall be provided to the depositor.
Sec. 193 RCW 30.20.090 and 1994 c 92 s 75 are each amended to
read as follows:
Notice to any national bank, state bank, ((trust company, mutual))
savings bank, or bank under the supervision of the director, doing
business in this state of an adverse claim to a deposit standing on its
books to the credit of any person may be disregarded without liability
by said bank ((or trust company)) unless said adverse claimant shall
also either procure a restraining order, injunction or other
appropriate process against said bank ((or trust company)) from a court
of competent jurisdiction in a cause therein instituted by him or her
wherein the person to whose credit the deposit stands is made a party
and served with summons or shall execute to said bank ((or trust
company)), in form and with sureties acceptable to it, a bond, in an
amount which is double either the amount of said deposit or said
adverse claim, whichever is the lesser, indemnifying said bank ((or
trust company)) from any and all liability, loss, damage, costs and
expenses, for and on account of the payment of such adverse claim or
the dishonor of the check or other order of the person to whose credit
the deposit stands on the books of said bank ((or trust company)):
PROVIDED, That where the person to whose credit the deposit stands is
a fiduciary for such adverse claimant, and the facts constituting such
relationship, and also the facts showing reasonable cause of belief on
the part of said claimant that the said fiduciary is about to
misappropriate said deposit, are made to appear by the affidavit of
such claimant, the bank ((or trust company)) shall without liability
refuse to deliver such property for a period of not more than five
business days from the date that the bank received the adverse
claimant's affidavit, without liability for the sufficiency or truth of
the facts alleged in the affidavit, after which time the claim shall be
treated as any other claim under this section.
This section shall not apply to accounts subject to chapter 30.22
RCW (as recodified by this act).
Sec. 194 RCW 30.22.040 and 2011
c 336 s 747 and 2011 c 303 s 4
are each reenacted and amended to read as follows:
Unless the context of this chapter otherwise requires, the terms
contained in this section have the meanings indicated.
(1) "Account" means a contract of deposit between a depositor or
depositors and a financial institution; the term includes a checking
account, savings account, certificate of deposit, savings certificate,
share account, savings bond, and other like arrangements.
(2) "Actual knowledge" means written notice to a manager of a
branch of a financial institution, or an officer of the financial
institution in the course of his or her employment at the branch,
pertaining to funds held on deposit in an account maintained by the
branch received within a period of time which affords the financial
institution a reasonable opportunity to act upon the knowledge.
(3) "Agency account" means an account to which funds may be
deposited and from which payments may be made by an agent designated by
a depositor. In the event there is more than one depositor named on an
account, each depositor may designate the same or a different agent for
the purpose of depositing to or making payments of funds from a
depositor's account.
(4) "Agent" means a person designated by a depositor or depositors
in a contract of deposit or other document to have the authority to
deposit and to make payments from an account in the name of the
depositor or depositors.
(5) "Depositor," when utilized in determining the rights of
individuals to funds in an account, means an individual who owns the
funds. When utilized in determining the rights of a financial
institution to make or withhold payment, and/or to take any other
action with regard to funds held under a contract of deposit,
"depositor" means the individual or individuals who have the current
right to payment of funds held under the contract of deposit without
regard to the actual rights of ownership thereof by these individuals.
A trust or P.O.D. account beneficiary becomes a depositor only when the
account becomes payable to the beneficiary by reason of having survived
the depositor or depositors named on the account, depending upon the
provisions of the contract of deposit.
(6) "Depositor's funds" or "funds of a depositor" means the amount
of all deposits belonging to or made for the benefit of a depositor,
less
all withdrawals of the funds by the depositor or by others for the
depositor's benefit, plus the depositor's prorated share of any
interest or dividends included in the current balance of the account
and any proceeds of deposit life insurance added to the account by
reason of the death of a depositor.
(7) "Director" means the director of the department of financial
institutions or his or her designee.
(8) "Financial institution" means a bank, trust company, mutual
savings bank, savings and loan association, or credit union authorized
to do business and accept deposits in this state under state or federal
law.
(9) "Individual" means a human being; "person" includes an
individual, corporation, partnership, limited partnership, joint
venture, trust, or other entity recognized by law to have separate
legal powers.
(10) "Joint account with right of survivorship" means an account in
the name of two or more depositors and which provides that the funds of
a deceased depositor become the property of one or more of the
surviving depositors.
(11) "Joint account without right of survivorship" means an account
in the name of two or more depositors and which contains no provision
that the funds of a deceased depositor become the property of the
surviving depositor or depositors.
(12) "Payment(s)" of sums on deposit includes withdrawal, payment
by check or other directive of a depositor or his or her agent, any
pledge of sums on deposit by a depositor or his or her agent, any set-off or reduction or other disposition of all or part of an account
balance, and any payments to any person under RCW 30.22.120, 30.22.140,
30.22.150, 30.22.160, 30.22.170, 30.22.180, 30.22.190, 30.22.200, and
30.22.220 (as recodified by this act).
(13) "Promotional contest of chance" means a promotional contest
conducted pursuant to RCW 9.46.0356(1)(b).
(14) "Proof of death" means a certified or authenticated copy of a
death certificate, or photostatic copy thereof, purporting to be issued
by an official or agency of the jurisdiction where the death
purportedly occurred, or a certified or authenticated copy of a record
or report of a governmental agency, domestic or foreign, that a person
is dead. In either case, the proofs constitute prima facie proof of
the
fact, place, date, and time of death, and identity of the decedent
and the status of the dates, circumstances, and places disclosed by the
record or report.
(15) "Request" means a request for withdrawal, or a check or order
for payment, which complies with all conditions of the account,
including special requirements concerning necessary signatures and
regulations of the financial institution; but if the financial
institution conditions withdrawal or payment on advance notice, for
purposes of this chapter the request for withdrawal or payment is
treated as immediately effective and a notice of intent to withdraw is
treated as a request for withdrawal.
(16) "Single account" means an account in the name of one depositor
only.
(17) "Trust or P.O.D. account beneficiary" means a person or
persons, other than a codepositor, who has or have been designated by
a depositor or depositors to receive the depositor's funds remaining in
an account upon the death of a depositor or all depositors.
(18) "Trust and P.O.D. accounts" means accounts payable on request
to a depositor during the depositor's lifetime, and upon the
depositor's death to one or more designated beneficiaries, or which are
payable to two or more depositors during their lifetimes, and upon the
death of all depositors to one or more designated beneficiaries. The
term "trust account" does not include deposits by trustees or other
fiduciaries where the trust or fiduciary relationship is established
other than by a contract of deposit with a financial institution.
(19) "Withdrawal" means payment to a person pursuant to check or
other directive of a depositor.
Sec. 195 RCW 30.22.041 and 1995 c 186 s 1 are each amended to
read as follows:
The definitions in this section apply throughout this section and
RCW 30.22.240 and 30.22.245 (as recodified by this act).
(1) "Customer" means any person, partnership, limited partnership,
corporation, trust, or other legal entity that is transacting or has
transacted business with a financial institution, that is using or has
used the services of an institution, or for which a financial
institution has acted or is acting as a fiduciary.
(2) "Financial institution" means state and national banks and
trust companies, state and federal savings banks, state and federal
savings and loan associations, and state and federal credit unions.
(3) "Law enforcement officer" means an employee of a public law
enforcement agency organized under the authority of a county, city, or
town and designated to obtain deposit account information by the chief
law enforcement officer of that agency.
Sec. 196 RCW 30.22.120 and 1981 c 192 s 12 are each amended to
read as follows:
In making payments of funds deposited in an account, a financial
institution may rely conclusively and entirely upon the form of the
account and the terms of the contract of deposit at the time the
payments are made. A financial institution is not required to inquire
as to either the source or the ownership of any funds received for
deposit to an account, or to the proposed application of any payments
made from an account. Unless a financial institution has actual
knowledge of the existence of dispute between depositors,
beneficiaries, or other persons claiming an interest in funds deposited
in an account, all payments made by a financial institution from an
account at the request of any depositor to the account and/or the agent
of any depositor to the account in accordance with this section and RCW
30.22.140, 30.22.150, 30.22.160, 30.22.170, 30.22.180, 30.22.190,
30.22.200, and 30.22.220 (as recodified by this act) shall constitute
a complete release and discharge of the financial institution from all
claims for the amounts so paid regardless of whether or not the payment
is consistent with the actual ownership of the funds deposited in an
account by a depositor and/or the actual ownership of the funds as
between depositors and/or the beneficiaries of P.O.D. and trust
accounts, and/or their heirs, successors, personal representatives, and
assigns.
Sec. 197 RCW 30.22.130 and 1981 c 192 s 13 are each amended to
read as follows:
The protection accorded to financial institutions under RCW
30.22.120, 30.22.140, 30.22.150, 30.22.160, 30.22.170, 30.22.180,
30.22.190, 30.22.200, 30.22.210, and 30.22.220 (as recodified by this
act) shall have no bearing on the actual rights of ownership to
deposited
funds by a depositor, and/or between depositors, and/or by
and between beneficiaries of trust and P.O.D. accounts, and their
heirs, successors, personal representatives, and assigns.
Sec. 198 RCW 30.22.190 and 1989 c 220 s 3 are each amended to
read as follows:
In each case, where it is provided in RCW 30.22.180 (as recodified
by this act) that a financial institution may make payment of funds
deposited in an account to the personal representative of the estate of
a deceased depositor or beneficiary, the financial institution may make
payment of the funds to the following persons under the circumstances
provided:
(1) In those instances where the deceased depositor left a
surviving spouse, and the deceased depositor and the surviving spouse
shall have executed a community property agreement which by its terms
would include funds of the deceased depositor remaining in the account,
a financial institution may make payment of all funds in the name of
the deceased spouse to the surviving spouse upon receipt of a certified
copy of the community property agreement as recorded in the office of
a county auditor of the state and an affidavit of the surviving spouse
that the community property agreement was validly executed and in full
force and effect upon the death of the depositor.
(2) In those instances where the balance of the funds in the name
of a deceased depositor does not exceed two thousand five hundred
dollars, payment of the decedent's funds remaining in the account may
be made to the surviving spouse, next of kin, funeral director, or
other creditor who may appear to be entitled thereto upon receipt of
proof of death and an affidavit to the effect that no personal
representative has been appointed for the deceased depositor's estate.
As a condition to the payment, a financial institution may require such
waivers, indemnity, receipts, and acquittance and additional proofs as
it may consider proper.
(3) In those instances where the person entitled presents an
affidavit which meets the requirements of chapter 11.62 RCW.
A person receiving a payment from a financial institution pursuant
to subsections (2) and (3) of this section is answerable and
accountable therefor to any personal representative of the deceased
depositor's estate wherever and whenever appointed.
Sec. 199 RCW
30.22.220 and 1981 c 192 s 22 are each amended to
read as follows:
Notwithstanding RCW 30.22.210 (as recodified by this act), a
financial institution may, without liability, pay or permit withdrawal
of any funds on deposit in an account to a depositor and/or agent of a
depositor and/or trust or P.O.D. account beneficiary, and/or other
person claiming an interest therein, even when the financial
institution has actual knowledge of the existence of the dispute, if
the adverse claimant shall execute to the financial institution, in
form and with security acceptable to it, a bond in an amount which is
double either the amount of the deposit or the adverse claim, whichever
is the lesser, indemnifying the financial institution from any and all
liability, loss, damage, costs, and expenses, for and on account of the
payment of the adverse claim or the dishonor of the check or other
order of the person in whose name the deposit stands on the books of
the financial institution: PROVIDED, That where the person in whose
name the deposit stands is a fiduciary for the adverse claimant, and
the facts constituting such relationship, and also the facts showing
reasonable cause of belief on the part of the claimant that the
fiduciary is about to misappropriate the deposit, are made to appear by
the affidavit of the claimant, the financial institution shall, without
liability, refuse to deliver the property for a period of not more than
five business days from the date that the financial institution
receives the adverse claimant's affidavit, without liability for the
sufficiency or truth of the facts alleged in the affidavit, after which
time the claim shall be treated as any other claim under this section.
Sec. 200 RCW 30.32.010 and 1955 c 33 s 30.32.010 are each amended
to read as follows:
Any bank((, trust company)) or mutual savings bank may become a
member of the federal reserve system of the United States and to that
end may comply with all laws of the United States and all rules,
regulations and requirements promulgated pursuant thereto, including
the investment of its funds in the stock of a federal reserve bank; and
any bank((, trust company)) or mutual savings bank, whether a member of
the federal reserve system or not, may invest its funds in the stock of
the Federal Deposit Insurance Corporation created by the act of
congress approved June 16, 1933, and may participate in the insurance
of bank deposits and obligate itself for the cost of such participation
by assessments or otherwise in accordance with the laws of the United
States.
Sec. 201 RCW 30.32.020 and 1955 c 33 s 30.32.020 are each amended
to read as follows:
Any savings and loan association, building and loan association,
bank, ((trust company,)) savings bank, or mutual savings bank may
become a member of and invest its funds in the bonds and/or the capital
stock of a federal home loan bank, and vote such stock in the manner
prescribed by its board of directors.
Sec. 202 RCW 30.32.030 and 1955 c 33 s 30.32.030 are each amended
to read as follows:
Any such bank, ((trust company,)) insurance company, or
association, may borrow from any home loan bank and as security for
borrowing may pledge therewith the notes, mortgages, trust deeds which
it holds as shall be required by federal law, and under such rules and
regulations as shall be adopted by a federal home loan bank.
Sec. 203 RCW 30.32.040 and 1955 c 33 s 30.32.040 are each amended
to read as follows:
Any such bank, ((trust company,)) insurance company, or
association, may designate a federal home loan bank as a depositary for
its funds.
Sec. 204 RCW 30.36.010 and 1955 c 33 s 30.36.010 are each amended
to read as follows:
Capital notes or debentures, where used in this chapter, shall mean
notes or other obligations issued by a bank((, trust company)) or
mutual savings bank, for money obtained and used as additional capital
or to replace impaired capital stock: PROVIDED, Such notes or other
obligations are subordinate to the rights of depositors and other
creditors.
The term "capital" where used in this chapter shall mean capital
stock and/or capital notes.
Sec. 205 RCW 30.36.020 and 1994 c 92
s 76 are each amended to
read as follows:
With the approval of the director, any bank((, trust company)) or
mutual savings bank may at any time, through action of its board of
directors or trustees, issue and sell its capital notes or debentures.
Such capital notes or debentures shall be subordinate to the claims of
depositors and other creditors. The holders of capital notes or
debentures issued by a bank ((or trust company)) shall have such
conversion rights as may be provided in the articles of incorporation
with the approval of the director.
Sec. 206 RCW 30.36.030 and 1994 c 92 s 77 are each amended to
read as follows:
Where any bank((, trust company)) or mutual savings bank has issued
and has outstanding capital notes or debentures, it may carry its
capital stock on its books at a sum less than par, and it shall not be
considered impaired so long as the amount of such capital notes or
debentures equals or exceeds the impairment as found by the director.
Sec. 207 RCW 30.36.040 and 1994 c 92 s 78 are each amended to
read as follows:
Before such capital notes or debentures are retired or paid by the
bank((, trust company)) or mutual savings bank, any existing impairment
of its capital stock must be overcome or corrected to the satisfaction
of the director.
Sec. 208 RCW 30.38.010 and 2013 c 76 s 12 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 (as recodified by this act) only if the
conditions and filing requirements of this chapter are met and the bank
was lawfully engaged in banking in this state on July 22, 2010, or the
bank's in-state banking activities:
(a) Resulted from an interstate combination pursuant to RCW
30.49.125 (as recodified by this act) 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) (as recodified by
this act);
(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(6); or
(e) Resulted from interstate branching under RCW 30.38.015 (as
recodified by this act).
Nothing in this section affects the authorities of alien banks as
defined by RCW 30.42.020 (as recodified by this act) 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. 209 RCW 30.38.030 and 1996 c 2 s 13 are each amended to read
as follows:
(1) If authorized to engage in banking in this state under RCW
30.38.010 (as recodified by this act), an out-of-state bank may
maintain and operate the branches in Washington of a Washington bank
with which the out-of-state bank or its predecessors engaged in an
interstate combination.
(2) The out-of-state bank may establish or acquire and operate
additional branches in Washington to the same extent that any
Washington bank may establish or acquire and operate a branch in
Washington under applicable federal and state law.
(3) The out-of-state state bank may, at such branches, unless
otherwise limited by the bank's home state law, exercise any powers and
authorities that are authorized under the laws of this state for
Washington state banks.
(4) The out-of-state state bank may, at these branches, exercise
additional powers and authorities that are authorized under the laws of
its home state, only if the director determines in writing that the
exercise of the additional powers and authorities in this state will
not threaten the safety and soundness of banks in this state and serves
the convenience and needs of Washington consumers. Washington state
banks also may exercise the powers and authorities under RCW
30.08.140(16) (as recodified by this act) or 32.08.140(15).
Sec.210 RCW 30.38.070 and 1996 c 2 s 17 are each amended to read
as follows:
(1) Any out-of-state state bank that will be the resulting bank
pursuant to an interstate combination involving any bank with branches
in Washington, if RCW 30.49.125(5) (as recodified by this act) does not
apply, shall notify the director of the proposed combination not later
than three days after the date of filing of an application for the
combination with the responsible federal bank supervisory agency, and
shall submit a copy of the application to the director and pay
applicable application fees, if any, required by the director. In lieu
of notice from the out-of-state state bank the director may accept
notice from the bank's home state regulator. The director has the
authority to waive any procedures required by Washington merger laws if
the director finds that the provision is in conflict with the
applicable federal law or in conflict with the applicable law of the
state of the resulting bank.
(2) An out-of-state state bank that has established and maintains
a branch in this state pursuant to this chapter shall give at least
thirty days' prior written notice or, in the case of an emergency
transaction, shorter notice as is consistent with the applicable state
or federal law, to the director of any transaction that would cause a
change of control with respect to the bank or any bank holding company
that controls the bank, with the result that an application would be
required to be filed pursuant to the federal change in bank control act
of 1978, as amended, 12 U.S.C. Sec. 1817(j), or the federal bank
holding company act of 1956, as amended, 12 U.S.C. Sec. 1841 et seq.,
or any successor statutes. In lieu of notice from the out-of-state
state bank the director may accept notice from the bank's home state
regulator.
Sec. 211 RCW 30.42.020 and 1994 c 92 s 80 are each amended to
read as follows:
For the purposes of this chapter, the following terms shall be
defined as follows:
(1) "Alien bank" means a bank organized under the laws of a foreign
country and having its principal place of business in that country, the
majority of the beneficial ownership and control of which is vested in
citizens of countries other than the United States of America.
(2) "Office" means a branch or agency of an alien bank carrying on
business in this state pursuant to this chapter.
(3) "Branch" means an office of an alien bank that is exercising
the powers authorized by RCW 30.42.105, 30.42.115, and 30.42.155 (as
recodified by this act).
(4) "Agency" means an office of an alien bank that is exercising
the powers authorized by RCW 30.42.180 (as recodified by this act).
(5) "Bureau" means an alien bank's operation in this state
exercising the powers authorized by RCW 30.42.230 (as recodified by
this act).
Sec. 212 RCW 30.42.060 and 1994 c 92 s 82 are each amended to
read as follows:
An alien bank shall not hereafter open an office in this state
until it has met the following conditions:
(1) It has filed with the director an application in such form and
containing such information as shall be prescribed by the director.
(2) It has designated the director by a duly executed instrument in
writing, its agent, upon whom process in any action or proceeding
arising out of a transaction with the Washington office may be served.
Such service shall have the same force and effect as if the alien bank
were a Washington corporation and had been lawfully served with process
within the state. The director shall forward by mail, postage prepaid,
a copy of every process served upon him or her under the provisions of
this subdivision, addressed to the manager or agent of such bank at its
office in this state.
(3) It has allocated and assigned to its office within this state
paid-in capital of not less than two hundred thousand dollars or such
larger amounts as the director in his or her discretion may require.
(4) It has filed with the director a letter from its chief
executive officer guaranteeing that the alien bank's entire capital and
surplus is and shall be available for all liabilities and obligations
of its office doing business in this state.
(5) It has paid the fees required by law and established by the
director pursuant to RCW ((30.08.095)) 30.04.070 (as recodified by this
act).
(6) It has received from the director his or her certificate
authorizing the transaction of business in conformity with this
chapter.
Sec. 213 RCW 30.42.070 and 1994 c 92 s 83 are each amended to
read as follows:
The capital allocated as required in RCW 30.42.060(3) (as
recodified by this act) shall be maintained within this state at all
times in cash or in director approved interest bearing bonds, notes,
debentures, or other obligations: (1) Of the United States or of any
agency or instrumentality thereof, or guaranteed by the United States;
or (2) of this state, or of a city, county, town, or other municipal
corporation, or instrumentality of this state or guaranteed by this
state, or such other assets as the director may approve. Such capital
shall be deposited with a bank qualified to do business in and having
its principal place of business within this state, or in a national
bank qualified to engage in banking in this state. Such bank shall
issue a written receipt addressed and delivered to the director
reciting that such deposit is being held for the sole benefit of the
United States domiciled creditors of such alien bank's Washington
office and that the same is subject to his or her order without offset
for the payment of such creditors. For the purposes of this section,
the term "creditor" shall not include any other offices, branches,
subsidiaries, or affiliates of such alien bank. Subject to the
approval of the director, reasonable arrangements may be made for
substitution of securities. So long as it shall continue business in
this state in conformance with this chapter and shall remain solvent,
such alien bank shall be permitted to collect all interest and/
Should any securities so depreciate in market value and/
Sec. 214 RCW 30.42.090 and 1994 c 92 s 85 are
each amended to
read as follows:
The director may give or withhold his or her approval of an
application by an alien bank to establish an office in this state at
his or her discretion. The director's decision shall be based on the
information submitted to his or her office in the application required
by RCW 30.42.060 (as recodified by this act) and such additional
investigation as the director deems necessary or appropriate. Prior to
granting approval to said application, the director shall have
ascertained to his or her satisfaction that all of the following are
true:
(1) The proposed location offers a reasonable promise of adequate
support for the proposed office;
(2) The proposed office is not being formed for other than
legitimate objects;
(3) The proposed officers of the proposed office have sufficient
banking experience and ability to afford reasonable promise of
successful operation;
(4) The reputation and financial standing of the alien bank is such
as to command the confidence and warrant belief that the business of
the proposed office will be conducted honestly and efficiently in
accordance with the intent and purpose of this chapter, as set forth in
RCW 30.42.010 (as recodified by this act);
(5) The principal purpose of establishing such office shall be
within the intent of this chapter.
The director shall not grant an application for an office of an
alien bank unless the law of the foreign country under which laws the
alien bank is organized permits a bank with its principal place of
business in this state to establish in that foreign country a branch,
agency or similar operation.
Sec. 215 RCW 30.42.105 and 1994 c 92 s 87 are each amended to
read as follows:
An approved branch of an alien bank shall have the same power to
make loans and guarantee obligations as a state bank chartered pursuant
to this title ((30 RCW)): PROVIDED, HOWEVER, That the base for
computing the applicable loan limitation shall be the entire capital
and
surplus of the alien bank. The director may adopt rules limiting
the amount of loans to full-time employees of the branch.
Sec. 216 RCW 30.42.115 and 1994 c 92 s 88 are each amended to
read as follows:
(1) Any branch of an alien bank that received approval of its
branch application pursuant to RCW 30.42.090 (as recodified by this
act), or that had filed its branch application pursuant to RCW
30.42.060 (as recodified by this act), on or before July 27, 1978, and
any approved branch of an alien bank that has designated Washington as
its home state pursuant to section 5 of the International Banking Act
of 1978, shall have the same power to solicit and accept deposits as a
state bank chartered pursuant to this title ((30 RCW)), except that
acceptance of initial deposits of less than one hundred thousand
dollars shall be limited to deposits of the following:
(a) Any business entity, including any corporation, partnership,
association, or trust, that engages in commercial activity for profit:
PROVIDED, That there shall be excluded from this category any such
business entity that is organized under the laws of any state or the
United States, is majority-owned by United States citizens or
residents, and has total assets, including assets of majority owned
subsidiaries, of less than one million five hundred thousand dollars as
of the date of the initial deposit;
(b) Any governmental unit, including the United States government,
any state government, any foreign government and any political
subdivision or agency of the foregoing;
(c) Any international organization which is composed of two or more
nations;
(d) Any draft, check, or similar instrument for the transmission of
funds issued by the branch;
(e) Any depositor who is not a citizen of the United States and who
is not a resident of the United States at the time of the initial
deposit;
(f) Any depositor who established a deposit account on or before
July 1, 1982, and who has continuously maintained the deposit account
since that date: PROVIDED, That this subparagraph (f) of this
subsection shall be effective only until July 1, 1985;
(g) Any other person: PROVIDED, That the amount of deposits under
this subparagraph (g) of this subsection may not exceed four percent of
the average of the branch's deposits for the last thirty days of the
most recent calendar quarter, excluding deposits in the branch of other
offices, branches, agencies, or wholly owned subsidiaries of the alien
bank.
(2) As used in subsection (1) of this section, "initial deposit"
means the first deposit transaction between a depositor and the branch.
Different deposit accounts that are held by a depositor in the same
right and capacity may be added together for purposes of determining
the dollar amount of that depositor's initial deposit.
(3) Approved branches of alien banks, other than those described in
subsection (1) of this section, may solicit and accept deposits only
from foreign governments and their agencies and instrumentalities,
persons, or entities conducting business principally at their offices
or establishments abroad, and such other deposits that:
(a) Are to be transmitted abroad;
(b) Consist of collateral or funds to be used for payment of
obligations to the branch;
(c) Consist of the proceeds of collections abroad that are to be
used to pay for exported or imported goods or for other costs of
exporting or importing or that are to be periodically transferred to
the depositor's account at another financial institution;
(d) Consist of the proceeds of extensions of credit by the branch;
or
(e) Represent compensation to the branch for extensions of credit
or services to the customer.
(4) A branch may accept deposits, subject to the limitations set
forth in subsections (1) and (3) of this section, only upon the same
terms and conditions (including nature and extent of such deposits,
withdrawal, and the payment of interest thereon) that banks organized
under the laws of this state which are members of the Federal Reserve
System may accept such deposits. Any branch that is not subject to
reserve requirements under regulations of the Federal Reserve Board
shall maintain deposit reserves in this state, pursuant to rules
adopted by the director, to the same extent they must be maintained by
banks organized under the laws of this state which are members of the
Federal Reserve System.
Sec. 217 RCW 30.42.120 and 1994 c 92 s 89
are each amended to
read as follows:
A branch shall not commence to transact in this state the business
of accepting deposits or transact such business thereafter unless it
has met the following requirements:
(1) It has obtained federal deposit insurance corporation insurance
covering its eligible deposit liabilities within this state, or in lieu
thereof, made arrangements satisfactory to the director for maintenance
within this state of additional capital equal to not less than five
percent of its deposit liabilities, computed on the basis of the
average daily net deposit balances covering semimonthly periods as
prescribed by the director. Such additional capital shall be deposited
in the manner provided in RCW 30.42.070 (as recodified by this act).
(2) It holds in this state currency, bonds, notes, debentures,
drafts, bills of exchange, or other evidences of indebtedness or other
obligations payable in the United States or in United States funds or,
with the approval of the director, in funds freely convertible into
United States funds or such other assets as are approved by the
director, in an amount not less than one hundred percent of the
aggregate amount of liabilities of such alien bank payable at or
through its office in this state. When calculating the value of the
assets so held, credit shall be given for the amounts deposited
pursuant to RCW 30.42.060(3) and 30.42.120(1) (as recodified by this
act), but there shall be excluded all amounts due from the head office
and any other branch, agency, or other office or wholly-owned
subsidiary of the bank, except those amounts due from such offices or
subsidiaries located within the United States and payable in United
States dollars.
(3) If deposits are not insured by the federal deposit insurance
corporation, then that fact shall be disclosed to all depositors
pursuant to rules of the director.
(4) If the branch conducts an international banking facility, the
deposits of which are exempt from reserve requirements of the federal
reserve banking system, the liabilities of that facility shall be
excluded from the deposit and other liabilities of the branch for the
purposes of subsection (1) of this section.
Sec. 218 RCW 30.42.130
and 1994 c 92 s 90 are each amended to
read as follows:
The director may take possession of the office of an alien bank for
the reasons stated and in the manner provided in chapter 30.44 RCW (as
recodified by this act). Upon the director taking such possession of
a branch, no deposit liabilities of which are insured by the federal
deposit insurance corporation, the amounts deposited pursuant to RCW
30.42.120(1) (as recodified by this act) shall thereupon become the
property of the director, free and clear of any and all liens and other
claims, and shall be held by the director in trust for the United
States domiciled depositors of the office in this state of such alien
bank. Upon obtaining the approval of the superior court of Thurston
county, the director shall reduce such deposited capital to cash and as
soon as practicable distribute it to such depositors.
If sufficient cash is available, such distribution shall be in
equal amounts to each such depositor: PROVIDED, That no such depositor
receives more than the amount of his or her deposit or an amount equal
to the maximum amount insured by the federal deposit insurance
corporation, whichever is less. If sufficient cash is not available,
such distribution shall be on a pro rata basis to each such depositor:
PROVIDED, That no such depositor receives more than the maximum amount
insured by the federal deposit insurance corporation. If any cash
remains after such distribution, it shall be distributed pro rata to
those depositors whose deposits have not been paid in full: PROVIDED,
That no depositor receives more than the amount of his deposit. For
purposes of this section, the term "depositor" shall not include any
other offices, subsidiaries or affiliates of such alien bank.
The term "deposit" as used in this section shall mean the unpaid
balance of money or its equivalent received or held by the branch in
the usual course of its business and for which it has given or is
obligated to give credit, either conditionally or unconditionally to a
demand, time or savings account, or which is evidenced by its
certificate of deposit, or a check or draft drawn against a deposit
account and certified by the branch, or a letter of credit or
traveler's checks on which the branch is primarily liable.
Claims of depositors and creditors shall be made and disposed of in
the manner provided in chapter 30.44 RCW (as recodified by this act) in
the event of insolvency or inability of the bank to pay its creditors
in this state. The capital deposit of the bank shall be available for
claims of depositors and creditors. The claims of depositors and
creditors shall be paid from the capital deposit in the following order
or priority:
(1) Claims of depositors not paid from the amounts deposited
pursuant to RCW 30.42.120(1) (as recodified by this act);
(2) Claims of Washington domiciled creditors;
(3) Other creditors domiciled in the United States; and
(4) Creditors domiciled in foreign countries.
The director shall proceed in accordance with and have all the
powers granted by chapter 30.44 RCW (as recodified by this act).
Sec. 219 RCW 30.42.155 and 1982 c 95 s 5 are each amended to read
as follows:
(1) In addition to the taking of deposits and making of loans as
provided in this chapter, a branch of an alien bank shall have the
power only to carry out these other activities:
(a) Borrow funds from banks and other financial institutions;
(b) Make investments to the same extent as a state bank chartered
pursuant to this title ((30 RCW));
(c) Buy and sell foreign exchange;
(d) Receive checks, bills, drafts, acceptances, notes, bonds,
coupons, and other securities for collection abroad and collect such
instruments in the United States for customers abroad;
(e) Hold securities in safekeeping for, or buy and sell securities
upon the order and for the risk of, customers abroad;
(f) Act as paying agent for securities issued by foreign
governments or other organizations organized under foreign law and not
qualified under the laws of the United States, or of any state or the
District of Columbia, to do business in the United States;
(g) In order to prevent loss on debts previously contracted a
branch may acquire shares in a corporation: PROVIDED, That the shares
are disposed of as soon as practical but in no event later than two
years from the date of acquisition;
(h) Issue letters of credit and create acceptances;
(i) Act as paying agent or trustee in connection with revenue bonds
issued pursuant to chapter 39.84 RCW, in which the user is: (i) A
corporation organized under the laws of a country other than the United
States, or a subsidiary or affiliate owned or controlled by such a
corporation; or (ii) a corporation, partnership, or other business
organization, the majority of the beneficial ownership of which is
owned by persons who are citizens of a country other than the United
States and who are not residents of the United States, and any
subsidiary or affiliate owned or controlled by such an organization; or
in which the bank purchases twenty-five percent or more of the bond
issue. For the purposes of chapter 39.84 RCW, such an alien bank shall
be deemed to possess trust powers.
(2) In addition to the powers and activities expressly authorized
by this section, a branch shall have the power to carry on such
additional activities which are necessarily incidental to the
activities expressly authorized by this section.
Sec. 220 RCW 30.42.280 and 1973 1st ex.s. c 53 s 28 are each
amended to read as follows:
The directors or other governing body of an alien bank and the
officers and employees of its office in this state shall be subject to
all of the duties, responsibilities and restrictions to which the
directors, officers and employees of a bank organized under the laws of
this state are subject insofar as such duties, responsibilities and
restrictions are not inconsistent with the intent of this chapter. An
officer or employee of the office of an alien bank doing business in
this state pursuant to this chapter may be removed for the reasons
stated and in the manner provided in RCW 30.12.040((, as now or
hereafter amended)) (as recodified by this act).
Sec. 221 RCW 30.42.310 and 1994 c 92 s 101 are each amended to
read as follows:
An alien bank licensed to maintain an office or bureau in this
state pursuant to this chapter may apply to the director for leave to
change the location of its office or bureau. Such applications shall
be accompanied by an investigation fee as established in accordance
with RCW 30.42.330 (as recodified by this act). Leave for a change of
location shall be granted if the director finds that the proposed new
location offers reasonable promise of adequate support for the office.
Sec. 222 RCW 30.42.340 and 1973 1st ex.s. c 53 s 34 are each
amended to read as follows:
(1) Any branch of an alien bank that is conducting business in this
state on July 16, 1973 pursuant to RCW 30.04.300 (as recodified by this
act) shall not be subject to the provisions of this chapter, and shall
continue to conduct its business pursuant to RCW 30.04.300 (as
recodified by this act).
(2) Except as provided in subsection (1) of this section, any alien
bank that is conducting business in this state on July 16, 1973 shall
be subject to the provisions of this chapter: PROVIDED, That any such
alien bank which has operated an agency or similar operation in this
state for at least the five years immediately preceding such effective
date shall not be denied a certificate to operate an agency.
Sec. 223 RCW 30.44.010 and 2010 c 88 s 30 are each amended to
read as follows:
(1) Under the circumstances set forth in subsection (2) of this
section, the director may give to a bank ((or trust company)) a notice
to correct an unsafe condition of the bank ((or trust company)); and if
such bank ((or trust company)) fails to comply with the terms of such
notice within thirty days from the date of its issuance or within such
further time as the director may allow, then the director may take
possession of such bank ((or trust company)) as in the case of
insolvency.
(2) The director is authorized to give notice and take possession
of a bank ((or trust company)), as described in subsection (1) of this
section, under the following circumstances:
(a) The obligations to its creditors, depositors, members, trust
beneficiaries, if applicable, and others exceed its assets;
(b) It has willfully violated a supervisory directive, cease and
desist order, or other authorized directive or order of the director;
(c) It has concealed its books, papers, records, or assets, or
refused to submit its books, records, or affairs to any examiner of the
department or the federal deposit insurance corporation;
(d) It is likely to be unable to pay its obligations or meet its
depositors' demands in the normal course of business;
(e) It ceases to have deposit insurance acceptable to the director;
(f) It fails to submit a capital restoration plan acceptable to the
department within a time previously called for or materially fails to
implement a capital restoration plan that was previously submitted and
accepted by the department; or
(g) It is critically undercapitalized or otherwise has
substantially insufficient capital.
Sec. 224 RCW 30.44.020 and 2010 c 88 s 31 are each amended to
read as follows:
(1) Whenever it shall in any manner appear to the director that any
offense or delinquency referred to in RCW 30.44.010 (as recodified by
this act) has resulted in a bank ((or trust company)) being critically
undercapitalized with no reasonably foreseeable prospect of recovery,
or that it has suspended payment of its obligations or is insolvent,
the director may notify such bank ((or trust company)) to levy an
assessment on its stock or otherwise to make good such impairment or
offense or other delinquency within such time and in such manner as the
director may specify, or if the director deems necessary, the director
may take possession thereof without notice.
(2) The board of directors of any such bank ((or trust company)),
with the consent of the holders of record of two-thirds of the capital
stock expressed either in writing or by vote at a stockholders' meeting
called for that purpose, shall have power and authority to levy such
assessment upon the stockholders pro rata and to forfeit the stock upon
which any such assessment is not paid, in the manner prescribed in RCW
30.12.180 (as recodified by this act).
Sec. 225 RCW 30.44.030 and 2010 c 88 s 32 are each amended to
read as follows:
Within ten days after the director takes possession thereof, a bank
((or trust company)) may serve a notice upon the director to appear
before the superior court of the county wherein such corporation is
located and at a time to be fixed by the court, which shall not be less
than five nor more than fifteen days from the date of the service of
such notice, to show cause why the director's action taking possession
of the bank ((or trust company)) should not be affirmed. Upon the
return day of such notice, or such further day as the matter may be
continued to, the court shall summarily hear said cause and shall
dismiss the same, if it be found that possession was taken by the
director in good faith and for cause, but if it find that no cause
existed for the taking possession of such bank ((or trust company)), it
shall require the director to restore such bank ((or trust company)) to
possession of its assets and enjoin the director from further
interference therewith without cause.
Sec. 226 RCW 30.44.040 and 1994 c 92 s 110 are each amended to
read as follows:
Upon taking possession of any bank ((or trust company)), the
director shall forthwith give written notice thereof to all persons
having possession of any assets of such corporation. No person knowing
of the taking of such possession by the director shall have a lien or
charge for any payment thereafter advanced or clearance thereafter made
or liability thereafter incurred against any of the assets of such
corporation.
Sec. 227 RCW 30.44.050 and 1994 c 92 s 111 are each amended to
read as follows:
Upon taking possession of any bank ((or trust company)), the
director shall proceed to collect the assets thereof and to preserve,
administer and liquidate the business and assets of such corporation.
With the approval of the superior court of the county in which such
corporation is located, he or she may sell, compound or compromise bad
or doubtful debts, and upon such terms as the court shall direct
borrow, mortgage, pledge or sell all or any part of the real estate and
personal property of such corporation. He or she shall deliver to each
purchaser or lender an appropriate deed, mortgage, agreement of pledge
or other instrument of title or security. If real estate is situated
outside of said county, a certified copy of the orders authorizing and
confirming the sale or mortgage thereof shall be filed for record in
the office of the auditor of the county in which such property is
situated. He or she may appoint special assistants and other necessary
agents to assist in the administration and liquidation of such
corporation, a certificate of such appointment to be filed with the
clerk of the county in which such corporation is located. He or she
shall require each special assistant to give a surety company bond,
conditioned as he or she shall provide, the premium of which shall be
paid out of the assets of such corporation. He or she may also employ
an attorney for legal assistance in such administration and
liquidation.
Sec. 228 RCW 30.44.100 and 2010 c 88 s 33 are each amended to
read as follows:
No receiver shall be appointed by any court for any bank ((or trust
company)), nor shall any assignment of any bank ((or trust company))
for the benefit of creditors be valid, excepting only that a court
otherwise having jurisdiction may in case of imminent necessity appoint
a temporary receiver to take possession of and preserve the assets of
such corporation. Immediately upon any such appointment, the clerk of
such court shall notify the director in writing of such appointment and
the director shall forthwith take possession of such bank ((or, trust
company)), as in case of insolvency, and the temporary receiver shall
upon demand of the director surrender up to him or her such possession
and all assets which shall have come into the possession of such
receiver. The director shall in due course pay such receiver out of
the assets of such corporation such amount as the court shall allow.
Sec. 229 RCW 30.44.110 and 2010 c 88 s 34 are each amended to
read as follows:
(1) Every transfer of its property or assets by any bank ((or trust
company)), made (a) in contemplation of insolvency or after it shall
have become insolvent, (b) within ninety days before the date the
director takes possession of such bank ((or trust company)) under RCW
30.44.010, 30.44.020, 30.44.100 or 30.44.160 (as recodified by this
act), or the federal deposit insurance corporation is appointed as
receiver or liquidator of such bank under RCW 30.44.270 (as recodified
by this act), and (c) with a view to the preference of one creditor
over another or to prevent the equal distribution of its property and
assets among its creditors, shall be void.
(2) Every director, officer, or employee of a bank ((or trust
company)) making any such transfer of assets is guilty of a class B
felony punishable according to chapter 9A.20 RCW.
Sec. 230 RCW 30.44.120 and 2003 c 53 s 191 are each amended to
read as follows:
An officer, director, or employee of any bank ((or trust company))
who shall fraudulently receive for it any deposit, knowing that such
bank or trust company is insolvent, is guilty of a class B felony
punishable according to chapter 9A.20 RCW.
Sec. 231 RCW 30.44.150 and 1994 c 92 s 119 are each amended to
read as follows:
Any dividends to depositors or other creditors of such bank ((or
trust company)) remaining uncalled for and unpaid in the hands of the
director for six months after order of final distribution, shall be
deposited in a bank ((or trust company)) to his or her credit, in trust
for the benefit of the persons entitled thereto and subject to the
supervision of the court shall be paid by him or her to them upon
receipt of satisfactory evidence of their right thereto.
All moneys so deposited remaining unclaimed for five years after
deposit shall escheat to the state for the benefit of the permanent
school fund and shall be paid by the director into the state treasury.
It shall not be necessary to have the escheat adjudged in a suit or
action.
Sec. 232 RCW 30.44.160 and 2010 c 88 s 35 are each amended to
read as follows:
(1) Subject to the consent of the director, a bank ((or trust
company)) may voluntarily stipulate and consent to an order taking
possession and thereby place itself under the control of the director
to be liquidated and be made subject to receivership as provided in
this chapter.
(2) Upon issuance of such order taking possession, the bank ((or
trust company)) shall post a notice on its door as follows: "This bank
(((trust company))) is in the possession of the Director of the
Washington State Department of Financial Institutions."
(3) The posting of such notice or the taking possession of any bank
((or trust company)) by the director shall be sufficient to place all
of its assets and property of every nature in his or her possession and
bar all attachment proceedings.
Sec. 233 RCW 30.44.170 and 1994 c 92 s 121 are each amended to
read as follows:
Any bank ((or trust company)) may, upon receipt of written
permission from the director, go into voluntary liquidation by a vote
of its stockholders owning two-thirds of its capital stock. When such
liquidation is authorized, the directors of such corporation shall
publish in a newspaper published in the place where such corporation is
located, once a week for four consecutive weeks, a notice requiring
creditors of such corporation to present their claims against it for
payment.
Sec. 234 RCW 30.44.180 and 1994 c 92 s 122 are each amended to
read as follows:
Whenever any bank ((or trust company)) shall voluntarily liquidate,
any dividends to depositors or other creditors of such bank ((or trust
company)) remaining uncalled for and unpaid at the conclusion of the
liquidation shall be transmitted to the director and shall be deposited
by him or her in a bank or trust company to his or her credit in trust
for the benefit of the persons entitled thereto, and shall be paid by
him or her to them upon receipt of satisfactory evidence of their right
thereto.
All moneys so deposited remaining unclaimed for five years after
deposit shall escheat to the state for the benefit of the permanent
school fund and shall be paid by the director into the state treasury.
It shall not be necessary to have the escheat adjudged in a suit or
action.
Sec. 235 RCW 30.44.190 and 1994 c 92 s 123 are each amended to
read as follows:
Whenever any bank ((or trust company)) shall be liquidated,
voluntarily or involuntarily, and shall retain in its possession at the
conclusion of the liquidation, uncalled for and unclaimed personal
property left with it for safekeeping, such property shall, in the
presence of at least one witness, be inventoried by the liquidating
agent and sealed in separate packages, each package plainly marked with
the name and last known address of the person in whose name the
property stands on the books of the bank ((or trust company)). If the
property is in safe deposit boxes, such boxes shall be opened by the
liquidating agent in the presence of at least one witness, and the
property inventoried, sealed in packages and marked as above required.
All the packages shall be transmitted to the director, together with
certificates signed by the liquidating agent and witness or witnesses,
listing separately the property standing in the name of any one person
on the books of the bank ((or trust company)), together with the date
of inventory, and name and last known address of the person in whose
name the property stands.
Sec. 236 RCW 30.44.200 and 1994 c 92 s 124 are each amended to
read as follows:
Upon receiving possession of the packages, the director shall cause
them to be opened in the presence of at least one witness, the property
reinventoried, and the packages resealed, and held for safekeeping.
The liquidated bank, its directors, officers, and shareholders, and the
liquidating agent shall thereupon be relieved of responsibility and
liability for the property so delivered to and received by the
director. The director shall send immediately to each person in whose
name the property stood on the books of the liquidated bank ((or trust
company)), at his or her last known address, in a securely closed,
postpaid and registered letter, a notice that the property listed will
be held in his or her name for a period of not less than two years. At
any time after the mailing of such notice, and before the expiration of
two years, such person may require the delivery of the property so
held, by properly identifying himself or herself and offering evidence
of his or her right thereto, to the satisfaction of the director.
Sec. 237 RCW 30.44.210 and 1994 c 92 s 125 are each amended to
read as follows:
After the expiration of two years from the time of mailing the
notice, the director shall mail in a securely closed postpaid
registered letter, addressed to the person at his or her last known
address, a final notice stating that two years have elapsed since the
sending of the notice referred to in RCW 30.44.200 (as recodified by
this act), and that the director will sell all the property or articles
of value set out in the notice, at a specified time and place, not less
than thirty days after the time of mailing the final notice. Unless
the person shall, on or before the day mentioned, claim the property,
identify himself or herself and offer evidence of his or her right
thereto, to the satisfaction of the director, the director may sell all
the property or articles of value listed in the notice, at public
auction, at the time and place stated in the final notice: PROVIDED,
That a notice of the time and place of sale has been published once
within ten days prior to the sale in a newspaper of general circulation
in the county where the sale is held. Any such property held by the
director, the owner of which is not known, may be sold at public
auction after it has been held by the director for two years, provided,
that a notice of the time and place of sale has been published once
within ten days prior to the sale in a newspaper of general circulation
in the county where the sale is held.
Sec. 238 RCW 30.44.220 and 1994 c 92 s 126 are each amended to
read as follows:
The proceeds of such sale shall be deposited by the director in a
bank ((or trust company)) to his or her credit, in trust for the
benefit of the person entitled thereto, and shall be paid by him or her
to such person upon receipt of satisfactory evidence of his or her
right thereto.
All moneys so deposited remaining unclaimed for five years after
deposit shall escheat to the state for the benefit of the permanent
school fund and shall be paid by the director into the state treasury.
It shall not be necessary to have the escheat adjudged in a suit or
action.
Sec. 239 RCW 30.44.230 and 1994 c 92 s 127 are each amended to
read as follows:
Whenever the personal property held by a liquidated bank ((or trust
company)) shall consist either wholly or in part, of documents,
letters, or other papers of a private nature, such documents, letters,
or papers shall not be sold, but shall be retained by the director for
a period of five years, and, unless sooner claimed by the owner, may be
thereafter destroyed in the presence of the director and at least one
other witness.
Sec. 240 RCW 30.44.240 and 1994 c 92 s 128 are each amended to
read as follows:
A bank ((or trust company)) may for the purpose of voluntary
liquidation transfer its assets and liabilities to another bank ((or
trust company)), by a vote, or with the written consent of the
stockholders of record owning two-thirds of its capital stock, but only
with the written consent of the director and upon such terms and
conditions as he or she may prescribe. Upon any such transfer being
made, or upon the liquidation of any such corporation for any cause
whatever or upon its being no longer engaged in the business of a bank
((or trust company)), the director shall terminate its certificate of
authority, which shall not thereafter be revived or renewed. When the
certificate of authority of any such corporation shall have been
revoked, it shall forthwith collect and distribute its remaining
assets, and when that is done the director shall certify the fact to
the secretary of state, whereupon the corporation shall cease to exist
and the secretary of state shall note that fact upon his or her
records.
Sec. 241 RCW 30.44.250 and 1994 c 92 s 129 are each amended to
read as follows:
Whenever the director has taken possession of a bank ((or trust
company)) for any cause, he or she may wind up such corporation and
cancel its certificate of authority, unless enjoined from so doing, as
herein provided. Or if at any time within ninety days after taking
possession, he or she shall determine that all impairment and
delinquencies have been made good, and that it is safe and expedient
for such corporation to reopen, he or she may permit such corporation
to reopen upon such terms and conditions as he or she shall prescribe.
Before being permitted to reopen, every such corporation shall pay all
of the expenses of the director, as herein elsewhere defined.
Sec. 242 RCW 30.44.270 and 2010 c 88 s 36 are each amended to
read as follows:
(1) The federal deposit insurance corporation is hereby authorized
and empowered to be and act without bond as receiver or liquidator of
any bank ((or trust company)) the deposits in which are to any extent
insured by that corporation and of which the director shall have taken
possession pursuant to RCW 30.44.010, 30.44.020, or 30.44.160 (as
recodified by this act).
(2) In the event of such closing, the director may appoint the
federal deposit insurance corporation as receiver or liquidator of such
bank ((or trust company)).
(3) If the corporation accepts such appointment, it shall have and
possess all the powers and privileges provided by the laws of this
state with respect to a liquidator of a bank ((or trust company)), its
depositors and other creditors, and be subject to all the duties of
such liquidator, except insofar as such powers, privileges, or duties
are in conflict with the provisions of the federal deposit insurance
act, as now or hereafter amended.
Sec. 243 RCW 30.44.280 and 1994 c 92 s 132 are each amended to
read as follows:
The pendency of any proceedings for judicial review of the
director's actions in taking possession and control of a bank ((or
trust company)) and its assets for the purpose of liquidation shall not
operate to defer, delay, impede, or prevent the payment or acquisition
by the federal deposit insurance corporation of the deposit liabilities
of the bank ((or trust company)) which are insured by the corporation.
During the pendency of any proceedings for judicial review, the
director shall make available to the federal deposit insurance
corporation such facilities in or of the bank ((or trust company)) and
such books, records, and other relevant data of the bank ((or trust
company)) as may be necessary or appropriate to enable the corporation
to pay out or to acquire the insured deposit liabilities of the bank
((or trust company)). The federal deposit insurance corporation and
its directors, officers, agents, and employees, and the director and
his or her agents and employees shall be free from liability to the
bank ((or trust company)), its directors, stockholders, and creditors
for or on account of any action taken in connection herewith.
Sec. 244 RCW 30.46.010 and 2010 c 88 s 37 are each amended to
read as follows:
The definitions in this section apply throughout this chapter
unless the context clearly requires otherwise.
(1) "Unsafe condition" shall mean and include, but not be limited
to, any one or more of the following circumstances:
(a) If a bank ((or trust company)) is less than well capitalized;
(b) If a bank ((or trust company)) violates the applicable
provisions of ((Title 30 RCW)) this title or any other law or
regulation applicable to banks or trust companies;
(c) If a bank ((or trust company)) conducts a fraudulent or
questionable practice in the conduct of its business that endangers a
bank's ((or trust company's)) reputation or threatens its solvency;
(d) If a bank ((or trust company)) conducts its business in an
unsafe or unauthorized manner;
(e) If a bank ((or trust company)) violates any conditions of its
charter or any agreement entered with the director; or
(f) If a bank ((or trust company)) fails to carry out any
authorized order or direction of the examiner or the director.
(2) "Exceeded its powers" shall mean and include, but not be
limited to the following circumstances:
(a) If a bank ((or trust company)) has refused to permit
examination of its books, papers, accounts, records, or affairs by the
director, assistant director, or duly commissioned examiners; or
(b) If a bank ((or trust company)) has neglected or refused to
observe an order of the director to make good, within the time
prescribed, any impairment of its capital.
(3) "Consent" includes and means a written agreement by the bank
((or trust company)) to either supervisory direction or conservatorship
under this chapter.
Sec. 245 RCW 30.46.020 and 2013 c 76 s 14 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 (a) notify the bank ((or trust company)) of his or her
determination, and (b) furnish to the bank ((or trust company)) a
written list of the director requirements to abate his or her
determination, and (c) if the director makes further determination to
directly supervise, 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. 246 RCW 30.46.030 and 2013 c 76 s 15 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. 247 RCW 30.46.040 and 2013 c 76 s 16 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 customers under the conservator as above provided,
the director may proceed with appropriate remedies provided by other
provisions of this title.
Sec. 248 RCW 30.46.050 and 2013 c 76 s 17 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. 249 RCW 30.46.060 and 2013 c 76 s 18 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 (as recodified by this act), 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. 250 RCW 30.46.070 and 2013 c 76 s 19 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. 251 RCW 30.46.080 and 2013 c 76 s 20 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. 252 RCW 30.46.090 and 2013 c 76 s 21 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—or trust
company)) operations—
Sec. 253 RCW 30.49.020 and 1955 c 33 s 30.49.020 are each amended
to read as follows:
This section is applicable where there is to be a resulting
national bank.
Nothing in the law of this state shall restrict the right of a
state bank to merge with or convert into a resulting national bank.
The action to be taken by such merging or converting state bank and its
rights and liabilities and those of its shareholders shall be the same
as those prescribed at the time of the action for national banks
merging with or converting into a resulting state bank by the law of
the United States, and not by the law of this state, except that a vote
of the holders of two-thirds of each class of voting stock of a state
bank shall be required for the merger or conversion, and that on
conversion by a state into a national bank the rights of dissenting
stockholders shall be those specified in RCW 30.49.090 (as recodified
by this act).
Upon the completion of the merger or conversion, the franchise of
any merging or converting state bank shall automatically terminate.
Sec. 254 RCW 30.49.070 and 1994 c 92 s 145 are each amended to
read as follows:
Except as provided in RCW 30.49.100 (as recodified by this act), a
national bank located in this state which follows the procedure
prescribed by the laws of the United States to convert into a state
bank shall be granted a state charter by the director if he or she
finds that the bank meets the standards as to location of offices,
capital structures, and business experience and character of officers
and directors for the incorporation of a state bank.
The national bank may apply for such charter by filing with the
director a certificate signed by its president and cashier and by a
majority of the entire board of directors, setting forth the corporate
action taken in compliance with the provisions of the laws of the
United States governing the conversion of a national to a state bank,
and the articles of incorporation, approved by the stockholders, for
the government of the bank as a state bank.
Sec. 255 RCW 30.49.125
and 1996 c 2 s 9 are each amended to read
as follows:
(1) This section is applicable where the resulting bank would have
branches inside and outside the state of Washington.
(2) As used in this section, unless a different meaning is required
by the context, the following words and phrases have the following
meanings:
(a) "Combination" means a merger or consolidation, or purchase or
sale of all or substantially all of the assets, including all or
substantially all of the branches.
(b) "Out-of-state bank" means a bank, as defined in 12 U.S.C. Sec.
1813(a), which is chartered under the laws of any state other than this
state, or a national bank, the main office of which is located in any
state other than this state.
(c) "State" means any state of the United States, the District of
Columbia, any territory of the United States, Puerto Rico, Guam,
American Samoa, the Trust Territory of the Pacific Islands, the Virgin
Islands, and the Northern Mariana Islands.
(3) A bank chartered under this title may engage in a combination
or purchase and assumption of one or more branches of an out-of-state
bank with an out-of-state bank with the prior approval of the director
if the combination or purchase and assumption would result in a bank
chartered under this title. Upon notice to the director a bank
chartered under this title and an out-of-state bank may engage in a
combination if the combination would result in an out-of-state bank.
However, that combination shall comply with applicable Washington law
as determined by the director, including but not limited to applicable
state merger laws, and the conditions and requirements of this section.
(4) Applications for the director's approval under subsection (3)
of this section shall be on a form prescribed by the director and
conditioned upon payment of ((the)) a fee prescribed pursuant to RCW
((30.08.095)) 30.04.070 (as recodified by this act). If the director
finds that (a) the proposed combination will not be detrimental to the
safety and soundness of the applicant or the resulting bank, (b) any
new officers and directors of the resulting bank are qualified by
character, experience, and financial responsibility to direct and
manage the resulting bank, and (c) the proposed merger is consistent
with the convenience and needs of the communities to be served by the
resulting bank in this state and is otherwise in the public interest,
the director shall approve the interstate combination and the operation
of branches outside of Washington by the applicant bank. This
transaction may be consummated only after the applicant has received
evidence of the director's written approval.
(5) Any out-of-state bank that will be the resulting bank pursuant
to an interstate combination involving a bank chartered under this
title shall notify the director of the proposed combination not later
than three days after the date of filing of an application for the
combination with the responsible federal bank supervisory agency, and
shall submit a copy of that application to the director and pay
applicable filing fees, if any, required by the director. In lieu of
notice from the proposed resulting bank the director may accept notice
from the bank's supervisory agency having primary responsibility for
the bank. The director shall have the authority to waive any
procedures required by Washington merger laws if the director finds
that the procedures are in conflict with applicable federal law or in
conflict with the applicable law of the state of the resulting bank.
(6) Subject to RCW 30.38.010(2) (as recodified by this act), the
deposit concentration limits stated in 12 U.S.C. Sec. 1831u(b)(2)(B)
shall apply to the combination of an out-of-state bank and a
nonaffiliated out-of-state bank or bank organized under this title or
under the national bank act if the combination is an interstate merger
transaction ((as defined by 12 U.S.C. Sec. 1831u(f)(6))).
(7) A combination resulting in the acquisition, by an out-of-state
bank that does not have branches in this state, of a bank organized
under this title or the national bank act, shall not be permitted under
this chapter unless the bank to be acquired, or its predecessors, have
been in continuous operation, on the date of the combination, for a
period of at least five years.
Sec. 256 RCW 30.56.050 and 1994 c 92 s 153 are each amended to
read as follows:
At the request of the directors of a bank, the director may propose
a plan for its reorganization, if in his or her judgment it would be
for the best interests of the bank's creditors and of the community
which the bank serves. The plan may contemplate such temporary ratable
reductions of the demands of depositors and other creditors as would
leave its reserve adequate and its capital and surplus unimpaired after
the charging off of bad and doubtful debts; and also may contemplate a
postponement of payments as in a case falling within RCW 30.56.020 (as
recodified by this act). The plan shall be fully described in a
writing, the original of which shall be filed in the office of the
director and several copies of which shall be furnished the bank, where
one or more copies shall be kept available for inspection by
stockholders, depositors and other creditors.
Sec. 257 RCW 30.56.060 and 1994 c 92 s 154 are each amended to
read as follows:
If, within ninety days after the filing of the plan, creditors
having unsecured demands against the bank aggregating not less than
three-fourths of the amount of the unsecured demands of all its
creditors, approved the plan, the director shall have power to declare
the plan to be in effect. Thereupon the unsecured demands of creditors
shall be ratably reduced according to the plan and appropriate debits
shall be made in the books. The right of a secured creditor to enforce
his or her security shall not be affected by the operation of the plan,
but the amount of any deficiency to which he or she may be entitled
shall be reduced as unsecured demands were reduced. If the plan
contemplates a temporary postponement of payments, RCW 30.56.020,
30.56.030 and 30.56.040 (as recodified by this act) shall be
applicable, and the bank shall comply therewith and conduct its affairs
accordingly.
NEW SECTION. Sec. 258 CONSTRUCTION. The provisions of this
title, insofar as they are substantially the same as statutory
provisions repealed by this act and relating to the same subject
matter, shall be construed as restatements and continuations, and not
as new enactments.
NEW SECTION. Sec. 259 If any provision of this act or its
application to any person or circumstance is held invalid, the
remainder of the act or the application of the provision to other
persons or circumstances is not affected.
NEW SECTION. Sec. 260 This title does not affect the legality of
investments, made prior to January 5, 2015, or of transactions had
before January 5, 2015, pursuant to any provisions of law in force when
such investments were made or transactions had.
NEW SECTION. Sec. 261
(a) State that an order is sought under this section;
(b) Adequately specify the documents, records, evidence, or
testimony; and
(c) Include a declaration made under oath that an investigation is
being conducted for a lawfully authorized purpose related to an
investigation within the department's authority and that the subpoenaed
documents, records, evidence, or testimony are reasonably related to an
investigation within the department's authority.
(2) When an application under this section is made to the
satisfaction of the court, the court must issue an order approving the
subpoena. An order under this subsection constitutes authority of law
for the agency to subpoena the documents, records, evidence, or
testimony.
(3) The director or authorized assistants may seek approval and a
court may issue an order under this section without prior notice to any
person, including the person to whom the subpoena is directed and the
person who is the subject of an investigation. An application for
court approval is subject to the fee and process set forth in RCW
36.18.012(3).
(4) Subsections (1) through (3) of this section are applicable to
the director's enforcement authority under this title against persons
engaged in unauthorized banking activity and persons, other than a bank
authorized under this title, whom the director has reason to believe
are in violation of this title. This section does not limit the
authority of the director to investigate or examine a bank authorized
under this title without applying for or obtaining a superior court
order or issuing a subpoena pursuant to this section.
Sec. 262 2013 c 76 s 33 (uncodified) is amended to read as
follows:
Sections 7 and 8, chapter 303, Laws of 2011 ((and)), sections 10
and 25, chapter 76, Laws of 2013, and section 166, chapter . . ., Laws
of 2014 (section 166 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 (as recodified by this act) or 32 RCW to
conduct a promotional contest of chance as defined in RCW 30.22.040 (as
recodified by this act). 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. 263 The following acts or parts of acts are
each repealed:
(1) RCW 30.08.155 (Powers and authorities of trust companies -- Federally chartered trust companies -- Out-of-state state trust
companies -- Findings of director) and 2013 c 76 s 11 & 1998 c 45 s 2;
(2) RCW 30.53.010 (Definitions) and 1994 c 256 s 59;
(3) RCW 30.53.020 (Approval by director -- Required) and 1994 c 256
s 60;
(4) RCW 30.53.030 (Contents of merger agreement -- Approval by each
board of directors -- Requirements for director's approval) and 1994 c
256 s 61;
(5) RCW 30.53.040 (Approval by stockholders -- Voting -- Notice) and
1994 c 256 s 62;
(6) RCW 30.53.050 (Effective date of merger -- Certificate of merger)
and 1994 c 256 s 63;
(7) RCW 30.53.060 (Resulting trust company -- Property, rights,
powers, and duties) and 1994 c 256 s 64;
(8) RCW 30.53.070 (Dissenting shareholders -- May receive value in
cash -- Appraisal) and 1998 c 45 s 3 & 1994 c 256 s 65; and
(9) RCW 30.53.080 (Valuation of assets -- Books of merging trust
company) and 1994 c 256 s 66.
NEW SECTION. Sec. 264 Section
165 of this act expires when the
contingency under section 262 of this act has occurred.
NEW SECTION. Sec. 301
NEW SECTION. Sec. 302
The definitions in this section shall be liberally construed to
accomplish the purposes of this title. Additional definitions, as
applicable, are contained elsewhere in this title. The department may
adopt by rule other definitions to accomplish the purposes of this
title.
(1) "Account" means the client relationship established with a
trust company involving the transfer of funds or property to the trust
company, including a relationship in which the trust company acts as
trustee, executor, administrator, guardian, custodian, conservator,
bailee, receiver, registrar, or agent, but excluding a relationship in
which the trust company acts solely in an advisory capacity.
(2) "Administer" with respect to real or tangible personal property
means, as an agent or in another representative capacity, to possess,
purchase, sell, lease, insure, safekeep, or otherwise manage the
property.
(3) "Affiliate" means a company that directly or indirectly
controls, is controlled by, or is under common control with a trust
institution or other company.
(4) "Authorized trust institution" means a trust institution with
authority to engage in trust business in Washington state pursuant to
statute.
(5) "Bank" has the meaning set forth in 12 U.S.C. Sec. 1813(h);
provided that the term "bank" does not include any "foreign bank" as
defined in 12 U.S.C. Sec. 3101(7), except for any such foreign bank
organized under the laws of a territory of the United States, Puerto
Rico, Guam, American Samoa, or the Virgin Islands, the deposits of
which are insured by the federal deposit insurance corporation.
(6) "Bank supervisory agency" means:
(a) Any agency of another state with primary responsibility for
chartering and supervising a trust institution; and
(b) The office of the comptroller of the currency, the federal
deposit insurance corporation, the board of governors of the federal
reserve system, and any successor to these agencies.
(7) "Capital" has the meaning ascribed to that term by generally
accepted accounting principles and applicable rules of the financial
accounting standards board, and includes surplus and undivided profits.
(8) "Charter" means a charter or other certificate of authority
issued by the director or a bank supervisory agency authorizing a trust
institution to engage in business in its home state.
(9) "Client" means a person to whom a trust institution owes a duty
or obligation under a trust or other account administered by the trust
institution or as an advisor or agent, regardless of whether the trust
institution owes a fiduciary duty to the person. The term includes the
noncontingent beneficiaries of an account.
(10) "Company" includes a bank, trust company, corporation, limited
liability company, partnership, association, business trust, or another
trust.
(11) "Conservator" means the director or an agent of the director
exercising the powers and duties provided by section 386 of this act.
(12) "Control" means:
(a) The ownership of or ability or power to vote, directly, acting
through one or more other persons, or otherwise indirectly, more than
twenty-five percent of the outstanding shares of a class of voting
securities of a state trust company or other company;
(b) The ability to control the election of a majority of the board
of a state trust company or other company;
(c) The power to exercise, directly or indirectly, a controlling
influence over the management or policies of the state trust company or
other company as determined by the director after notice and an
opportunity for hearing; or
(d) The conditioning of the transfer of more than twenty-five
percent of the outstanding shares or participation shares of a class of
voting securities of a state trust company or other company on the
transfer of more than twenty-five percent of the outstanding shares of
a class of voting securities of another state trust company or other
company.
(13) "Custodial account" means an account, established by a person
with a bank as defined in 26 U.S.C. Sec. 408(n), or with another person
approved by the internal revenue service as satisfying the requirements
to be a nonbank trustee or a nonbank passive trustee set forth in
United States treasury regulations under 26 U.S.C. Sec. 408, that is
governed by an instrument concerning the establishment or maintenance,
or both, of an individual retirement account, qualified retirement
plan, Archer medical savings account, health savings account, Coverdell
education savings account, any similar retirement or savings vehicle
permitted under the internal revenue code of 1986, or as otherwise
defined by the director by rule.
(14) "Department" means the department of financial institutions.
(15) "Depository institution" means any company chartered to act as
a fiduciary and included for any purpose within any of the definitions
of "insured depository institution" as set forth in 12 U.S.C. Sec.
1813(c)(2) and (3).
(16) "Director" means the director of financial institutions.
(17) "Fiduciary record" means a matter written, transcribed,
recorded, received, or otherwise in the possession or control of a
trust company, whether in physical or electronic form, that is
necessary to preserve information concerning an act or event relevant
to an account or a client of a trust company.
(18) "Foreign bank" means a foreign bank, as defined in section
1(b)(7) of the international banking act of 1978, chartered to act as
a fiduciary in a state other than Washington state. As used in this
title, "foreign bank" excludes an alien bank authorized to do business
in this state under chapter 30.42 RCW (as recodified by this act).
(19) "Home state" means:
(a) With respect to a federally chartered trust institution and a
foreign bank, the state in which such institution maintains its
principal office; and
(b) With respect to any other trust institution, the state which
chartered such institution.
(20) "Home state regulator" means the trust institutions
supervisory agency with primary responsibility for chartering and
supervising an out-of-state trust institution.
(21) "Host state" means a state, other than the home state of a
trust institution, or a foreign country in which the trust institution
maintains or seeks to acquire or establish an office.
(22) "Insolvent" means a circumstance or condition in which a state
trust company:
(a) Has actual cash market value of its assets which are
insufficient to pay its liabilities to its creditors;
(b) Is unable or lacks the means to meet its current obligations as
they come due in the regular and ordinary course of business, even if
the value of its assets exceeds its liabilities;
(c) Sells or attempts to sell substantially all of its assets other
than as provided in section 381 of this act or merges or attempts to
merge substantially all of its assets or business with another entity
other than as provided by chapter 30B.-- RCW (sections 387 through 396
of this act); or
(d) Attempts to dissolve or liquidate without approval of the
director under chapter 30B.-- RCW (sections 376 through 381 of this
act);
(e) After demand in writing by the director, fails to cure any
deficiency in its reserves as required by statute or rule;
(f) After written demand by the director, the stockholders fail to
cure within the time prescribed by the director an impairment of the
state trust company's capital or surplus; or
(g) Is insolvent within the meaning of the United States bankruptcy
code.
(23) "Instrument" means a revocable or irrevocable trust document
created inter vivos or testamentary or any custodial account agreement.
(24) "Internet trust business" means a trust business that holds
itself out as a trustee or fiduciary to the general public of this
state by means of the internet or other electronic means.
(25) "Law firm" means a professional service corporation,
professional limited liability company, or limited liability
partnership, that is duly organized under the laws of this state and
whose shareholders, members, or partners, respectively, are exclusively
attorneys.
(26) "Limited liability trust company" means an entity organized
under the limited liability company act of this state that is chartered
as a trust company under this title.
(27) "Loans and extensions of credit" means direct or indirect
advances of funds by a state trust company to a person that are
conditioned on the obligation of the person to repay the funds or that
are repayable from specific property pledged by or on behalf of the
person.
(28) "Manager" means a person elected to the board of a limited
liability trust company.
(29) "Officer" means the presiding officer of the board, the
principal executive officer, or another officer appointed by the board
of a state trust company or other company, or a person or group of
persons acting in a comparable capacity for the state trust company or
other company.
(30) "Out-of-state trust institution" means a trust institution
that is not a state trust company under this title.
(31) "Person" means an individual, a company, or any other legal
entity.
(32) "Principal shareholder" means a person who owns or has the
ability or power to vote, directly, acting through one or more other
persons, or otherwise indirectly, ten percent or more of the
outstanding shares or participation shares of any class of voting
securities of a state trust company or other company.
(33) "Private trust" has the meaning set forth in section 397 of
this act.
(34) "Private trust company" has the meaning set forth in section
397 of this act.
(35) "Savings association" means a depository institution, other
than a credit union, that is not a bank.
(36) "Shares" means the units into which the proprietary interests
of a state trust company are divided or subdivided by means of classes,
series, relative rights, or preferences.
(37) "State" means a state of the United States, the District of
Columbia, a territory of the United States, Puerto Rico, Guam, American
Samoa, the Trust Territory of the Pacific Islands, the Virgin Islands,
and the Northern Mariana Islands.
(38) "State bank" means a bank authorized under Title 30A (the new
title created under section 2 of this act) or 32 RCW to engage in trust
business or an alien bank chartered or authorized under chapter 30.42
RCW (as recodified by this act) to engage in trust business in this
state.
(39) "State savings association" means a savings association
chartered or otherwise authorized under Title 33 RCW to act as a
fiduciary by Washington state.
(40) "State trust company" means a corporation or a limited
liability company organized or reorganized under this title, including
a trust company organized under the laws of Washington state before the
effective date of this section.
(41) "State trust institution," as used in chapter 30B.-- RCW
(sections 333 through 345 of this act), means a state trust company or
an out-of-state trust institution engaged in trust business in this
state.
(42) "Subsidiary" means a company that is controlled by another
person. Subsidiary includes a subsidiary of a subsidiary and a lower
tier subsidiary.
(43) "Trust business" means the holding out by a person to the
public by advertisement, solicitation, or other means that the person
is available to perform the powers of a state trust company set forth
in section 329(1) (b) through (k) of this act, together with any other
activity authorized for a state trust company by the director pursuant
to section 329(1)(q) of this act that the director designates as trust
business.
(44) "Trust company" means a state trust company or any other
company chartered to act as a fiduciary that is neither a depository
institution nor a foreign bank.
(45) "Trust department" means that group or groups of officers and
employees of a trust company organized under the supervision of
officers or employees to whom are designated by the board of directors
the performance of the fiduciary responsibilities of the trust company,
whether or not the group or groups are so named.
(46) "Trust deposits" means the client funds held by a state trust
company and authorized to be deposited with itself pending investment,
distribution, or payment of debts on behalf of the client.
(47) "Trust institution" means a depository institution, foreign
bank, or trust company.
(48) "Unauthorized trust activity" means to engage in trust
business in this state without authority or exemption under this title.
NEW SECTION. Sec. 303
(2) Use of trust as part of a person's name, trademark, or service
mark in connection with transacting business with the public, or as
part of advertising by any person to the public, is subject to the
prohibitions and restrictions under RCW 30.04.020 (as recodified by
this act).
NEW SECTION. Sec. 304
(2) The director has the power, and broad administrative
discretion, to administer and interpret the provisions of this title to
facilitate the delivery of trust business and fiduciary services to the
citizens of the state of Washington by trust businesses and other
persons.
NEW SECTION. Sec. 305
(1) A state trust company with a certificate of authority from the
director to exercise the powers of a state trust company pursuant to
chapter 30B.-- RCW (sections 321 through 332 of this act);
(2) A state bank under Title 30 RCW (as recodified by this act)
exercising trust business powers under the authority of the director;
(3) A state bank under Title 32 RCW exercising trust business
powers under the authority of the director;
(4) A state savings association organized under Title 33 RCW
exercising trust business powers under authority of Title 33 RCW as
permitted by the director;
(5) A national bank authorized by the comptroller of the currency
to act as a fiduciary in this state pursuant to 12 U.S.C. Sec. 92a;
(6) A federally chartered savings bank or savings association
authorized by the comptroller of the currency to act as a fiduciary in
this state;
(7) An out-of-state state-chartered bank with a branch in this
state established or maintained pursuant to and with trust powers under
applicable law of a home state;
(8) An out-of-state trust institution with a trust office
authorized by the director pursuant to this title;
(9) An alien bank under chapter 30.42 RCW (as recodified by this
act) authorized by the director to act as a fiduciary or engage in
trust business in this state pursuant to this title;
(10) A private trust or private trust company exempt from the
regulation of the department under chapter 30B.-- RCW (sections 397
through 400 of this act); or
(11) An exempt person under this title pursuant to section 306 of
this act.
NEW SECTION. Sec. 306
(1) An individual, sole proprietor, or general partnership or joint
venture composed of individuals;
(2) Engaging in business in this state (a) as a national banking
association or (b) as a federal mutual savings bank, federal stock
savings bank, or federal savings and loan association under authority
of the office of the comptroller of the currency;
(3) Acting in a manner otherwise authorized by law and within the
scope of authority as an agent of a trust institution with respect to
an activity which is not an unauthorized trust activity;
(4) Acting as a fiduciary solely by reason of being appointed by a
court to perform the duties of a trustee, guardian, conservator, or
receiver;
(5) While holding oneself out to the public as an attorney-at-law,
law firm, or limited license legal technician, performing a service
customarily performed as an attorney-at-law, law firm, or limited
license legal technician in a manner approved and authorized by the
supreme court of the state of Washington;
(6) Acting as an escrow agent pursuant to the escrow agent
registration act, chapter 18.44 RCW, or in one's capacity as an
authorized title agent under Title 48 RCW;
(7) Acting as trustee under a deed of trust delivered only as
security for the payment of money or for the performance of another
act;
(8) Receiving and distributing rents and proceeds of sale as a
licensed real estate broker on behalf of a principal in a manner
authorized by the Washington department of licensing;
(9) Engaging in a securities transaction or providing an investment
advisory service in the capacity of a licensed and registered
broker-dealer, investment advisor, or registered representative
thereof, provided the activity is regulated by the department or the
United States securities and exchange commission;
(10) Engaging in the sale and administration of an insurance
product by an insurance company or agent licensed by the office of the
insurance commissioner to the extent that the activity is regulated by
the office of the insurance commissioner;
(11) Acting as trustee under a voting trust as provided by
Washington state law;
(12) Acting as trustee by a public, private, or independent
institution of higher education or a university system authorized under
Washington state law, including its affiliated foundations or
corporations, with respect to endowment funds or other funds owned,
controlled, provided to, or otherwise made available to such
institution with respect to its educational or research purposes;
(13) Acting as a private trust or private trust company to the
extent exempt from regulation of the department as set forth in chapter
30B.-- RCW (sections 397 through 400 of this act); or
(14) Engaging in other activities expressly excluded from the
application of this title by rule of the director.
NEW SECTION. Sec. 307
(2) As a condition of engaging in trust business in this state, an
out-of-state trust institution is required to obtain approval from the
director and is subject to all other requirements of chapter 30B.-- RCW
(sections 366 through 375 of this act).
(3) As a condition of engaging in trust business in this state, a
person, other than an out-of-state trust institution or an exempt
person under section 306 of this act, is required to organize and
obtain a certificate of authority as a state trust company pursuant to
chapter 30B.-- RCW (sections 321 through 332 of this act).
(4) A person who violates the requirements of subsection (2) or (3)
of this section, as applicable, engages in unauthorized trust activity
and is subject to enforcement by the director as set forth in chapter
30B.-- RCW (sections 333 through 345 of this act).
NEW SECTION. Sec. 308
NEW SECTION. Sec. 309
(2) Unless authorized by subsection (4) of this section, a state
trust company may make loans or leases to insiders only to the extent
permitted for state banks under federal reserve board regulation O, 12
C.F.R. Part 215.
(3) Unless authorized by subsection (4) of this section, a state
trust company may make loans or leases to affiliates as may be
reasonably determined by the director by rule. In the absence of rule
making to the contrary, the director shall be guided by sections 23a
and 23b of the federal reserve act, 12 U.S.C. Secs. 371c and 371c-1,
and
federal reserve board regulation W, 12 C.F.R. Part 223, governing
the permissibility of loans and leases to affiliates by state banks
that are members of the federal reserve.
(4) Notwithstanding any other provision of this section, a state
trust company may make loans or extensions of credit, or extend leases,
in relation to nonfiduciary corporate funds, subject to approval of the
director upon written application.
(5) The director may adopt rules interpreting this section and may
impose further conditions and restrictions on loans and extensions of
credit by state trust companies not inconsistent with this section.
NEW SECTION. Sec. 310
(a) The amount of its capital is sufficient to fully absorb the
acquisition of the shares under regulatory accounting principles; or
(b) The state trust company obtains the prior written approval of
the director.
(2) A state trust company may acquire a lien upon its own shares
if:
(a) The aggregate amount of indebtedness so secured is less than
the amount of the state trust company's capital; or
(b) The state trust company obtains the prior written approval of
the director.
NEW SECTION. Sec. 311
NEW SECTION. Sec. 312
NEW SECTION. Sec. 313
NEW SECTION. Sec. 314
NEW SECTION. Sec. 315
(2) The fiduciary records must contain all material information
relative to each account as appropriate under the circumstances.
(3) A state trust company shall comply with all other conditions
and requirements for state banks engaging in trust business and the
deposit of securities as set forth in RCW 30.04.240 (as recodified by
this act).
NEW SECTION. Sec. 316
NEW SECTION. Sec. 317
NEW SECTION. Sec. 318
NEW SECTION. Sec. 319
NEW SECTION. Sec. 320
(2) Notice to shareholders required under this title may be
undertaken by electronic means in the same manner as permitted for
general business corporations under RCW 23B.01.410.
NEW SECTION. Sec. 321
NEW SECTION. Sec. 322
NEW SECTION. Sec.323
(2) The director may adopt rules necessary to clarify, interpret,
and implement this section.
NEW SECTION. Sec. 324
(2) The application must be accompanied by all fees and deposits
required by statute or by rule of the director.
(3) The director shall issue a certificate of authority to a state
trust company charter only on proof that one or more viable markets
exist within or outside of this state that may be served in a
profitable manner by the establishment of the proposed state trust
company. In making such a determination, the director shall:
(a) Examine the business plan which shall be submitted as part of
the application for a state trust company charter; and
(b) Consider:
(i) The market or markets to be served;
(ii) Whether the proposed organizational and capital structure and
amount of initial capitalization is adequate for the proposed business
and location;
(iii) Whether the anticipated volume and nature of business
indicates a reasonable probability of success and profitability based
on the market sought to be served;
(iv) Whether the proposed officers, directors, and managers, or
managing participants, as a group, have sufficient fiduciary
experience, ability, standing, competence, trustworthiness, and
integrity to justify a belief that the proposed state trust company
will operate in compliance with law and that success of the proposed
state trust company is probable;
(v) Whether each principal shareholder or participant has
sufficient experience, ability, standing, competence, trustworthiness,
and integrity to justify a belief that the proposed state trust company
will be free from improper or unlawful influence or interference with
respect to the state trust company's operation in compliance with law;
and
(vi) Whether the organizers are acting in good faith.
(4) The failure of an applicant to furnish required information,
data, opinions of counsel, other material, or the required fee is
considered an abandonment of the application.
NEW SECTION. Sec. 325
(2) At the expense of the organizers, the director shall
investigate the application and inquire into the identity and character
of each proposed director, manager, officer, managing participant, and
principal shareholder or participant. The director shall prepare a
written report of the investigation, and any person may request a copy
of the nonconfidential portions of the application and written report
under chapter 42.56 RCW.
(3) Rules adopted under this chapter may specify the confidential
or nonconfidential character of information obtained by the department
under this section.
(4) The financial statement of a proposed officer, director,
manager, or managing participant is confidential and not subject to
public disclosure under chapter 42.56 RCW.
NEW SECTION. Sec. 326
(2) The director may consider the following safety and soundness
factors when determining minimum required capital, including, but not
limited to:
(a) The nature and type of business conducted;
(b) The nature and degree of liquidity in assets held in a
corporate capacity;
(c) The amount of fiduciary assets under management;
(d) The type of fiduciary assets held and the depository of such
assets;
(e) The complexity of fiduciary duties and degree of discretion
undertaken;
(f) The competence and experience of management;
(g) The extent and adequacy of internal controls;
(h) The presence or absence of annual unqualified audits by an
independent certified public accountant;
(i) The reasonableness of business plans for retaining or acquiring
additional capital;
(j) The existence and adequacy of insurance obtained or held by the
trust company for the purpose of protecting its clients, trust
beneficiaries, and settlors;
(k) The history of operating losses, if any;
(l) The history of loss, if any, in relation to fiduciary or
custodial accounts; and
(m) The amount of support from the state trust company's parent or
affiliate.
(3) The effective date of a written finding requiring an existing
state trust company to increase its capital must be stated in the
written finding as on or after the thirty-first day after the date the
written finding is mailed or delivered. Unless the state trust company
requests a hearing before the director before the effective date of the
written finding, the order becomes effective and is final and
nonappealable. This subsection does not prohibit an application to
reduce capital requirements of a proposed or an existing state trust
company.
(4) Subject to subsection (2) of this section, a state trust
company to which the director issues a certificate of authority shall
at all times maintain capital in at least the amount required under
subsection (1) of this section, plus any additional amount or less any
reduction the director directs under subsection (2) of this section.
(5) Notwithstanding any provision of this section, the director may
establish by rule safety and soundness standards for minimum required
capital, additional required capital, and reduction of capital, for a
proposed or existing state trust company.
NEW SECTION. Sec. 327
(2) Unless otherwise approved by the director, a state trust
company shall conform to all other conditions and requirements of
chapter 30.36 RCW (as recodified by this act) governing capital notes
and debentures of state banks.
NEW SECTION. Sec. 328
(2) Title 23B RCW applies to a state trust company to the extent
not inconsistent with this title or the business of a state trust
company, except that:
(a) Any reference to the secretary of state means the director
unless the context requires otherwise; and
(b) The right of shareholders or participants to cumulative voting
in the election of directors or managers exists only if granted by the
state trust company's articles of association.
(3) Unless expressly authorized by this title or a rule of the
department, a state trust company may not take an action authorized by
Title 23B RCW or chapter 25.15 RCW regarding its corporate status,
capital structure, or a matter of corporate governance, of the type for
which Title 23B RCW or chapter 25.15 RCW would require a filing with
the secretary of state if the state trust company were a business
corporation, without first submitting the filing to the director for
the
same purposes for which it otherwise would be required to be
submitted to the secretary of state.
(4) The department may adopt rules to limit or refine the
applicability of subsection (2) of this section to a state trust
company or to alter or supplement the procedures and requirements of
Title 23B RCW or chapter 25.15 RCW applicable to an action taken under
this chapter.
NEW SECTION. Sec. 329
(a) Subject to section 328 of this act, exercising the powers of a
Washington business corporation under Title 23B RCW or a Washington
limited liability company under chapter 25.15 RCW reasonably necessary
or helpful to enable exercise of its specific powers under this title;
(b) Receiving for safekeeping personal property of every
description;
(c) Acting as assignee, bailee, conservator, custodian,
recordkeeper, escrow agent, registrar, receiver, or transfer agent;
(d) Acting as financial advisor, investment advisor or manager,
agent, or attorney-in-fact in any agreed upon capacity;
(e) Accepting or executing trusts, including:
(i) Acting as trustee under a written agreement;
(ii) Receiving money or other property in its capacity as trustee
for investment in real or personal property;
(iii) Acting as trustee and performing the fiduciary duties
committed or transferred to it by a valid and applicable court order;
(iv) Acting as trustee of the estate of a deceased person;
(v) Acting as trustee for a minor or incapacitated person;
(vi) Acting as a trustee of collective investment funds or common
trust funds; or
(vii) Acting as a trustee of statutory or similar trusts;
(f) Administering in any other fiduciary capacity real or tangible
personal property;
(g) Acting as an executor, administrator, guardian, or conservator;
(h) Acting as an assignee, receiver, agent, or custodian;
(i) Acting pursuant to valid and applicable court order as executor
or administrator of the estate of a deceased person or as a guardian or
conservator for a minor or incapacitated person;
(j) Acting in any capacity in which one exercises investment
discretion on behalf of another;
(k) Exercising any incidental power or ancillary that is reasonably
necessary to enable it to fully exercise, according to commonly
accepted fiduciary customs and usages, the trust powers authorized by
this title;
(l) Acting as a manager of a limited liability company, limited
liability partnership, or similar entity;
(m) Acting as the registrar of stocks and bonds;
(n) Acting as an escrow agent, escrow holder, or managing agent;
(o) Acting as a corporate bond and transfer paying agent;
(p) Acting as a sponsoring or other member of any clearing
corporation with respect to securities or other property; or
(q) Acting in any other capacity or for any other activity as
determined or approved by the director.
(2) The director may prescribe rules for the safe and sound
exercise of the powers enumerated in subsection (1) of this section.
(3) A state bank, to the extent authorized under Title 30 (as
recodified by this act) or 32 RCW, as applicable, or a state savings
association, to the extent authorized under Title 33 RCW, may exercise
all of the powers and authorities of a state trust company under this
title, including in relation to corporate governance matters.
NEW SECTION. Sec. 330
(a) Serves the convenience and advantage of trustors and
beneficiaries, or the general public; and
(b) Maintains the fairness of competition and parity between state
trust companies and federally chartered trust companies.
(2) Notwithstanding any other provisions of law, a state trust
company has the trust-related and fiduciary-related powers and
authorities of an out-of-state trust institution approved by the
director under chapter 30B.-- RCW (sections 366 through 375 of this
act).
(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 and authorities of federally chartered trust companies
and out-of-state state trust institutions, as applicable, shall apply
to state 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.
(5) Notwithstanding any other provisions of law, in addition to all
powers enumerated by this title, and those necessarily implied
therefrom, a state 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 the effective date of this
section.
(6) A state trust company that desires to perform an activity that
is not authorized by subsection (5) 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 state 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 state 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 state 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.
NEW SECTION. Sec. 331
NEW SECTION. Sec. 332
(a) An out-of-state trust institution approved under chapter 30B.--
RCW (sections 366 through 375 of this act) or acting under authority of
section 402 of this act; or
(b) An exempt person under section 306 of this act.
(2) The director may adopt rules specific to the regulation of
internet trust businesses in the interest of protecting Washington
state citizens.
NEW SECTION. Sec. 333
(2) The director shall execute and enforce through the department
and such other agents as exist on or after the effective date of this
section, all laws which exist on or after the effective date of this
section relating to state trust companies and out-of-state trust
institutions engaged in trust business in this state.
(3) For the more complete and thorough enforcement of the
provisions of this title, the department is authorized to adopt rules
not inconsistent with the provisions of this title, as may, in its
opinion, be necessary to carry out the provisions of this title and as
may be further necessary to insure safe and sound management of trust
institutions under its supervision taking into consideration the
appropriate interest of the creditors, stockholders, participants, and
the public in their relations with such trust institutions.
(4) A state trust company shall conduct its business in a manner
consistent with all laws relating to trust companies, and all rules,
regulations, and instructions that may be adopted or issued by the
department.
NEW SECTION. Sec. 334
NEW SECTION. Sec. 335
NEW SECTION. Sec. 336
NEW SECTION. Sec. 337
NEW SECTION. Sec. 338
(a) This title;
(b) The rules adopted by the director pertaining to this title;
(c) Any lawful directive or order of the director;
(d) Any lawful supervisory agreement with the director or
supervisory directive of the director; and
(e) All applicable federal laws and regulations affecting trust
institutions subject to the authority of the director.
(2) Each holding company of a person subject to the authority of
the director, and its directors, officers, employees, and agents, shall
comply with:
(a) The provisions of this title that are applicable to each of
them;
(b) The rules adopted by the director with respect to such holding
companies;
(c) Any lawful direction or order of the director;
(d) Any lawful supervisory agreement with the director; and
(e) All applicable federal laws and regulations affecting trust
institutions subject to the authority of the director.
(3) The violation of any supervisory agreement, directive, order,
statute, rule, or regulation referenced in this section, in addition to
any other penalty provided in this title, shall, at the option of the
director, subject the offender to a penalty of up to ten thousand
dollars for each offense, payable upon issuance of any order or
directive of the director, which may be recovered by the attorney
general in a civil action in the name of the department.
NEW SECTION. Sec. 339
(1) Notice of administrative charges under RCW 30.04.450 (as
recodified by this act);
(2) The provisions relating to grounds for, procedure for
obtaining, and the effective date of emergency temporary orders under
RCW 30.04.455 through 30.04.465 (as recodified by this act), inclusive;
(3) Enforcement of department orders under RCW 30.04.470 and
30.04.475 (as recodified by this act);
(4) Grounds for removal of officers, directors, and employees under
RCW 30.12.040 (as recodified by this act);
(5) Procedure for suspension of an officer, director, or employee
under RCW 30.12.0401 (as recodified by this act); and
(6) Notice of charges for removal of officers, directors, and
employees under RCW 30.04.042 (as recodified by this act).
NEW SECTION. Sec. 340
(1) Order any person under authority of the director under this
title, its holding company, its subsidiary, or any of their directors,
officers, employees, or agents to cease and desist violating any
provision of this title or any lawful rule;
(2) Order any authorized trust institution, its holding company,
its subsidiary, or any of their directors, officers, employees, or
agents to cease and desist from a course of conduct that is unsafe or
unsound and which is likely to cause insolvency or dissipation of
assets or is likely to jeopardize or otherwise seriously prejudice the
interests of the public in their relationship with the authorized trust
institution;
(3) Order any person to cease engaging in an unauthorized trust
activity; and
(4) Enter any order pursuant to section 373 of this act.
NEW SECTION. Sec. 341
NEW SECTION. Sec. 342
NEW SECTION. Sec. 343
NEW SECTION. Sec. 344
(2) The director may issue a temporary cease and desist order
against such person in the manner provided for in this chapter if the
general public or state trust institutions are likely to be
substantially injured by delay in issuing a cease and desist order.
(3) An order or rule made by the director pursuant to this section
may require that any applicable person obtain a certificate of
authority under chapter 30B.-- RCW (sections 321 through 332 of this
act) as a condition of continuing to engage in a trust business in this
state, subject to meeting all qualifications for grant of a state trust
company certificate of authority under this title.
(4) This section does not apply to a person conducting business
pursuant to section 306 of this act, except for a person identifiable
solely by reason of section 306(1) of this act.
NEW SECTION. Sec. 345
(a) State that an order is sought under this section;
(b) Adequately specify the documents, records, evidence, or
testimony; and
(c) Include a declaration made under oath that an investigation is
being conducted for a lawfully authorized purpose related to an
investigation within the department's authority and that the subpoenaed
documents, records, evidence, or testimony are reasonably related to an
investigation within the department's authority.
(2) When an application under this section is made to the
satisfaction of the court, the court must issue an order approving the
subpoena. An order under this subsection constitutes authority of law
for the agency to subpoena the documents, records, evidence, or
testimony.
(3) The director or authorized assistants may seek approval and a
court may issue an order under this section without prior notice to any
person, including the person to whom the subpoena is directed and the
person who is the subject of an investigation. An application for
court approval is subject to the fee and process set forth in RCW
36.18.012(3).
(4) Subsections (1) through (3) of this section are applicable to
the director's enforcement authority under this title against persons
engaged in unauthorized trust activity and persons, other than a state
trust company authorized under this title, whom the director has reason
to believe are in violation of this title. This section does not limit
the authority of the director to investigate or examine a state trust
company authorized under this title without applying for or obtaining
a superior court order or issuing a subpoena pursuant to this section.
NEW SECTION. Sec. 346
(a) Under the terms of the will or trust, the manner in which the
voting securities are to be voted may be determined by a donor or
beneficiary of the will or trust and the donor or beneficiary actually
makes the determination in the matter at issue;
(b) The terms of the will or trust expressly direct the manner in
which the securities must be voted to the extent that no discretion is
vested in the state trust company as fiduciary; or
(c) The securities are voted solely by a cofiduciary that is not an
affiliate of the state trust company, as if the cofiduciary were the
sole fiduciary.
(2) Voting securities of a state trust company that cannot be voted
under this section are considered to be authorized but unissued for
purposes of determining the procedures for and results of the affected
vote.
NEW SECTION. Sec. 347
(2) A limited liability trust company in which management is
retained by the participants is not required to adopt bylaws if
provisions required by law to be contained in the bylaws are contained
in the articles of association or the participation agreement. If a
limited liability trust company has adopted bylaws which designate each
full liability participant, the limited liability trust company shall
file with the director a copy of the bylaws. Solely that portion of
the bylaws designating each full liability participant is a public
record.
NEW SECTION. Sec. 348
(2) Unless the director consents otherwise in writing, a person may
not serve as director, manager, or managing participant of a state
trust company if:
(a) The state trust company incurs an unreimbursed loss
attributable to a charged-off obligation of or holds a judgment against
the person or an entity that was controlled by the person at the time
of funding and at the time of default on the loan that gave rise to the
judgment or charged-off obligation;
(b) The person has been convicted of a felony; or
(c) The person has violated a provision of Washington state law,
relating to loan of trust funds and purchase or sale of trust property
by the trustee, and the violation has not been corrected.
(3) If a state trust company other than a limited liability trust
company operated by managing participants does not elect directors or
managers before the sixty-first day after the date of its regular
annual meeting, the director may appoint a conservator under this title
to operate the state trust company and elect directors or managers, as
appropriate. If the conservator is unable to locate or elect persons
willing and able to serve as directors or managers, the director may
close the state trust company for liquidation.
(4) A vacancy on the board that reduces the number of directors,
managers, or managing participants to fewer than five must be filed not
later than the thirtieth day after the date the vacancy occurs. A
limited liability trust company with fewer than five managing
participants must add one or more new participants or elect a board of
managers of not fewer than five persons to resolve the vacancy. After
thirty days after the date the vacancy occurs, the director may appoint
a conservator under this title to operate the state trust company and
elect a board of not fewer than five persons to resolve the vacancy.
If the conservator is unable to locate or elect five persons willing
and able to serve as directors or managers, the director may close the
state trust company for liquidation.
(5) Before each term to which a person is elected to serve as a
director or manager of a state trust company, or annually for a person
who is a managing participant, the person shall submit an affidavit for
filing in the minutes of the state trust company stating that the
person, to the extent applicable:
(a) Accepts the position and is not disqualified from serving in
the position;
(b) Will not violate or knowingly permit an officer, director,
manager, managing participant, or employee of the state trust company
to violate any law applicable to the conduct of business of the state
trust company; and
(c) Will diligently perform the duties of the position.
(6) An advisory director or manager is not considered a director if
the advisory director or manager:
(a) Is not elected by the shareholders or participants of the state
trust company;
(b) Does not vote on matters before the board or a committee of the
board and is not counted for purposes of determining a quorum of the
board or committee; and
(c) Provides solely general policy advice to the board.
NEW SECTION. Sec. 349
NEW SECTION. Sec. 350
(2) Unless expressly authorized by a resolution of the board
recorded in its minutes, an officer or employee may not create or
dispose of a state trust company asset or create or incur a liability
on behalf of the state trust company.
(3) Unless otherwise approved by the director, the chief executive
officer, the president, the chief operating officer, or the chief
financial officer of a state trust company must be a Washington state
resident.
NEW SECTION. Sec. 351
(a) Conceals information or a fact, or removes, destroys, or
conceals a book or record of the state trust company for the purpose of
concealing information or a fact from the director or an agent of the
director; or
(b) For the purpose of concealing, removes or destroys any book or
record of the state trust company that is material to a pending or
anticipated legal or administrative proceeding.
(2) An officer, director, manager, managing participant, or
employee of a state trust company commits an offense if the person
knowingly makes a false entry in the books or records or in any report
or statement of the state trust company.
(3) An offense under this section is a class B felony.
NEW SECTION. Sec. 352
(1) The determination of policies;
(2) The investment and disposition of property held in a fiduciary
capacity; and
(3) The direction and review of the actions of each officer,
employee, and committee used by the state trust company in the exercise
of its fiduciary powers.
NEW SECTION. Sec. 353
NEW SECTION. Sec. 354
NEW SECTION. Sec. 355
(b) A fiduciary account may not be accepted without the prior
approval of the board, or of the directors, officers, or committees to
whom the board may have designated the performance of that
responsibility.
(c) A written record shall be made of such acceptances and of the
relinquishment or closing out of all fiduciary accounts. Upon the
acceptance of an account for which the trust company has investment
responsibilities a prompt review of the assets shall be made. The
board shall also ensure that at least once during every calendar year
thereafter, all the assets held in or for each fiduciary account where
the bank has investment responsibilities are reviewed to determine the
advisability of retaining or disposing of such assets.
(2) All officers and employees taking part in the operation of the
state trust institution shall be adequately bonded.
(3) Every qualified fiduciary subject to this section and
exercising fiduciary powers in this state shall designate, employ, or
retain legal counsel who shall be readily available to pass upon
fiduciary matters and to advise the trust company and its state trust
institution.
(4)(a) The state trust institution may utilize personnel and
facilities of other departments of the trust company or its affiliates,
and other departments of the trust company may utilize the personnel
and facilities of the state trust institution or its affiliates only to
the extent not prohibited by law and as long as the separate identity
of the state trust institution is preserved.
(b) Pursuant to a written agreement, a trust company exercising
fiduciary powers may perform services related to the exercise of
fiduciary powers for another trust company or other entity, and may
purchase services related to the exercise of fiduciary powers from
another trust company or other entity.
(5) Fiduciary records shall be kept separate and distinct from
other records of the trust company and maintained in compliance with
section 315 of this act. All fiduciary records shall be kept and
retained for such time as to enable the fiduciary to furnish such
information or reports with respect thereto as may be required by the
director.
(6) Every such fiduciary shall keep an adequate record of all
pending litigation to which it is a party in connection with its
exercise of fiduciary powers.
NEW SECTION. Sec. 356
NEW SECTION. Sec. 357
(2) The consent has the same force and effect as a unanimous vote
of shareholders and may be stated as such in any articles or documents
filed under this title.
NEW SECTION. Sec. 358
(2) For purposes of this section, the term "electronic
transmission" means any form of communication not involving the
transmission of paper that creates a record that may be retained,
retrieved, and reviewed by a recipient thereof and that may be directly
reproduced in paper form by such recipient through an automated
process.
NEW SECTION. Sec. 359
NEW SECTION. Sec. 360
(1) It is authorized to do business in this state as a depository
institution; and
(2) Complies with all applicable federal and state laws and
regulations respecting the taking and handling of monetary deposits.
NEW SECTION. Sec. 361
(a) The investment of the trust deposits is authorized in writing
by the settlor or the beneficiary;
(b) The state trust company maintains as security for the trust
deposits a separate fund of securities, which are permissible for trust
investments, under control of a federal reserve bank or a clearing
corporation, either in this state or elsewhere;
(c) The total market value of the security is at all times at least
equal to the amount of the deposit;
(d) The separate fund is designated as security for trust deposits;
(e) The separate fund is maintained under the control of a bank or
government agency; and
(f) The state trust company complies with such other terms and
conditions as the director may establish by rule in the interest of
safety and soundness and protection of the public.
(2) A state trust company may make periodic withdrawals from or
additions to the securities fund required by subsection (1) of this
section as long as the required value is maintained.
(3) Income from the securities in the fund belongs to the state
trust company.
NEW SECTION. Sec. 362
(2) The director may adopt rules to administer and carry out this
section and RCW 11.102.010, including but not limited to rules to
establish investment and participation limitations, disclosure of fees,
audit requirements, limit or expand investment authority for particular
classes or categories of securities or other property, advertising,
exemptions, and other requirements that may be necessary to carry out
this section.
NEW SECTION. Sec. 363
(2) The director has broad administrative authority to establish by
rule or interpretation principles-based standards for examination,
supervision, and enforcement of a state trust company by the department
in relation to compliance with this title, including subsection (1) of
this section.
NEW SECTION. Sec. 364
(2) This section does not apply to arrangements not involving trust
or client assets.
NEW SECTION. Sec. 365
NEW SECTION. Sec. 366
NEW SECTION. Sec. 367
NEW SECTION. Sec. 368
(2) The out-of-state trust institution may exercise additional
powers and authorities that are authorized under the laws of its home
state if the director determines in writing that the exercise of the
additional powers and authorities in this state will not threaten the
safety and soundness of trust institutions in this state and serves the
convenience and needs of Washington consumers.
NEW SECTION. Sec.369
(1) Satisfactory written evidence of a certificate of authority to
engage in trust business in its home state, or equivalent, from its
home state regulator;
(2) A copy of the resolution adopted by the board of directors of
such out-of-state trust institution authorizing the out-of-state trust
institution to engage in trust business in this state;
(3) Written evidence of compliance with the requirements of the
director set forth in subsection (1) of this section; and
(4) A filing fee, if any, as prescribed by the director under
authority of RCW 30.04.070 (as recodified by this act).
NEW SECTION. Sec. 370
(a) The out-of-state trust institution has confirmed in writing to
the director that for as long as it maintains a trust office in this
state, it will comply with all applicable laws of this state.
(b) The out-of-state trust institution has provided satisfactory
evidence to the director of compliance with (i) any applicable
requirements of chapter 23B.15 or 25.15 RCW and (ii) the applicable
requirements of its home state regulator for engaging in trust business
in both its home state and this state.
(c) The director, acting within sixty days after receiving notice
under section 369 of this act, has certified to the home state
regulator that the requirements of this chapter have been met and the
notice has been approved or, if applicable, that any conditions imposed
by the director pursuant to subsection (2) of this section have been
satisfied.
(2) The out-of-state trust institution may commence engaging in
trust business in this state on the sixty-first day after the date the
director receives the notice unless the director specifies an earlier
or later date.
(3) The period of review in subsection (2) of this section may be
extended by the director on a determination that the written notice
raises issues that require additional information or additional time
for analysis. If the period of review is extended, the out-of-state
trust institution may engage in trust business in this state only on
prior written approval by the director.
NEW SECTION. Sec. 371
NEW SECTION. Sec. 372
(2) The director may require periodic reports regarding any
out-of-state trust institution engaged in trust business in this state.
The required reports shall be provided by such out-of-state trust
institution or by the home state regulator. Any reporting requirements
prescribed by the director under this subsection shall be (a)
consistent with the reporting requirements applicable to state trust
companies and (b) appropriate for the purpose of enabling the director
to carry out his or her responsibilities under this chapter.
(3) The director may enter into cooperative, coordinating, and
information-sharing agreements with any other trust institution
supervisory agency with respect to the periodic examination or other
supervision of an out-of-state trust institution engaging in trust
business in this state, and the director may accept the report of
examination and report of investigation of such agency in lieu of
conducting his or her own examination or investigation.
(4) The director may enter into contracts with any trust
institution supervisory agency that has concurrent jurisdiction over an
out-of-state trust institution engaged in trust business in this state
to engage the services of such agency's examiners at a reasonable rate
of compensation, or to provide the services of the director's examiners
to such agency at a reasonable rate of compensation. Any such contract
shall be deemed a sole source contract to the extent permitted under
Washington state law.
(5) The director may enter into joint examinations or joint
enforcement actions with other trust institutions supervisory agencies
having concurrent jurisdiction over any out-of-state trust institution
engaged in trust business in this state or by a state trust company
doing business in any host state.
(6) Notwithstanding any other provision of this section, the
director may at any time take enforcement action independently if the
director deems such actions to be necessary or appropriate to carry out
his or her responsibilities under this title or to ensure compliance
with the laws of this state. However, in the case of an out-of-state
trust institution, the director shall recognize the exclusive authority
of the home state regulator over corporate governance matters and the
primary responsibility of the home state regulator with respect to
safety and soundness matters.
(7) An out-of-state trust institution that engages in trust
business in this state and which is subject to examination by the
director under any cooperative agreement between the director and the
home state of the out-of-state trust institution, may be subject to
supervisory, examination, and other fees, under authority of such
cooperative agreement, RCW 30.04.070 (as recodified by this act), and
as may be specified by rule.
NEW SECTION. Sec. 373
(2) The director shall have the authority to take all such
enforcement actions as he or she would be empowered to take if the
out-of-state trust institution were a state trust company, including
but not limited to issuing an order temporarily or permanently
prohibiting the out-of-state trust institution from engaging in trust
business in this state.
(3) The director may make a written finding that an out-of-state
trust institution engaging in or proposing to engage in a trust
business in this state does not meet the requirements for engaging in
trust business in this state pursuant to this chapter or section 402 of
this act, which finding shall be effective on the date of issuance or
such other date as the director shall determine.
(4) In cases involving extraordinary circumstances requiring
immediate action, the director may issue a temporary order without
advance notice or opportunity for hearing, subject to the out-of-state
trust institution's right to petition for judicial review in the same
manner as a state trust company under this title.
(5) The director will give notice to the home state regulator of
each enforcement action taken against an out-of-state trust institution
and, to the extent practicable, will consult and cooperate with the
home state regulator in pursuing and resolving such enforcement action.
NEW SECTION. Sec. 374
(1) Any merger, consolidation, or other transaction that would
cause a change of control with respect to such out-of-state trust
institution or any bank holding company that controls such trust
institution, with the result that an application would be required to
be filed pursuant to the federal change in bank control act of 1978, 12
U.S.C. Sec. 1817(j), or the federal bank holding company act of 1956,
12 U.S.C. Sec. 1841 et seq., or any successor statutes thereto;
(2) Any transfer of all or substantially all of the trust accounts
or trust assets of the out-of-state trust institution to another
person; or
(3) The closing or disposition of any office in this state.
NEW SECTION. Sec. 375
NEW SECTION. Sec. 376
NEW SECTION. Sec. 377
NEW SECTION. Sec. 378
NEW SECTION. Sec. 379
NEW SECTION. Sec. 380
NEW SECTION. Sec. 381
NEW SECTION. Sec. 382
(a) Has violated the terms of its certificate of authority or any
laws applicable thereto;
(b) Is conducting its business in an unauthorized or unsafe manner;
(c) Is in an unsafe or unsound condition to transact its business;
(d) Has an impairment of its capital;
(e) Has become otherwise insolvent;
(f) Has neglected or refused to comply with the terms of a duly
issued lawful order of the director;
(g) Has refused, upon proper demand, to submit its records,
affairs, and concerns for inspection and examination of a duly
appointed or authorized examiner of the director;
(h) Through its officers, has refused to be examined upon oath
regarding its affairs; or
(i) Has made a voluntary assignment of its assets to trustees.
(2) Notwithstanding the notice requirement in subsection (1) of
this section, the director may without notice seize and take immediate
possession of a state trust company if it appears to the director that
the conditions of the state trust company are so hazardous that they
pose an imminent threat to the general public or the interests of the
state trust company's clients.
NEW SECTION. Sec. 383
NEW SECTION. Sec. 384
(2) The director may by rule establish a uniform set of procedures
consistent with this chapter.
NEW SECTION. Sec. 385
(2) To the greatest extent consistent with this title, the
standards, terms and conditions, and procedures of supervisory
direction, and abatement therefrom, shall be consistent with chapter
30.46 RCW (as recodified by this act) related to supervisory direction
of banks.
(3) The director may establish rules related to supervisory
direction consistent with this section.
NEW SECTION. Sec. 386
(2) The conservator shall conduct the business of the state trust
company and take such steps toward the removal of the causes and
conditions which have necessitated such order, as the director may
direct.
(3) 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
the state trust company, including claims or causes of actions
belonging to or which may be asserted by the state trust company, 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 the
state trust company which are deemed by the conservator to be necessary
to protect all of the interested parties for a property affected
thereby.
(4) The director, or any newly appointed assistant, may be
appointed to serve as conservator.
(5) If the director, however, is satisfied that the state trust
company is not in condition to continue business in the interest of its
clients under the conservator, the director may proceed with
appropriate remedies provided by other provisions of this title.
(6) The powers, duties, privileges, and immunities of a conservator
appointed under this chapter shall be subject to all other applicable
provisions of this title related to appointment of conservators and to
all other provisions of chapter 30.46 RCW (as recodified by this act)
related to the appointment of and service by conservators in relation
to banks.
(7) The director may establish rules related to conservatorship of
state trust companies consistent with this section.
NEW SECTION. Sec. 387
NEW SECTION. Sec. 388
(1) "Merger" includes consolidation.
(2) "Merging trust company" means a party to a merger.
(3) "Resulting trust company" means the trust company resulting
from a merger.
(4) "Vote of stockholders" or "vote of classes of stockholders"
means only a vote of those entitled to vote under the terms of such
shares.
NEW SECTION. Sec. 389
NEW SECTION. Sec. 390
(a) The name of each merging trust company and location of each
office;
(b) With respect to the resulting trust company, (i) the name and
location of the principal and other offices; (ii) the name and mailing
address of each director to serve until the next annual meeting of the
stockholders; (iii) the name and mailing address of each officer; (iv)
the amount of capital, the number of shares, and the par value, if any,
of each share; and (v) the amendments to its charters and bylaws;
(c) Provisions governing the exchange of shares of the merging
trust companies for such consideration as has been agreed to in the
merger agreement;
(d) A statement that the agreement is subject to approval by the
director and the stockholders of each merging trust company;
(e) Provisions governing the manner of disposing of the shares of
the resulting trust company if the shares are to be issued in the
transaction and are not taken by dissenting shareholders of merging
trust companies; and
(f) Any other provisions the director requires to discharge his or
her duties with respect to the merger.
(2) After approval by the board of directors of each merging trust
company, the merger agreement shall be submitted to the director for
approval, together with certified copies of the authorizing resolutions
of each board of directors showing approval by a majority of the entire
board. Within sixty days after receipt by the director of the merger
agreement and resolutions, the director shall approve or disapprove of
the merger agreement, and if no action is taken, the agreement is
deemed approved. The director shall approve the agreement if it
appears that the:
(a) Resulting trust company meets the requirements of state law as
to the formation of a new trust company;
(b) Agreement provides an adequate capital in relation to the
deposit liabilities, if any, of the resulting trust company and its
other activities which are to continue or are to be undertaken;
(c) Agreement is fair; and
(d) Merger is not contrary to the public interest.
If the director disapproves an agreement, he or she shall state his
or her objections and give an opportunity to the merging trust company
to amend the merger agreement to obviate such objections.
NEW SECTION. Sec. 391
(2) Unless waived in writing, notice of the meeting of stockholders
shall be given by publication in a newspaper of general circulation in
the place where the principal office of each merging trust company is
located, at least once each week for four successive weeks, and by
mail, at least fifteen days before the date of the meeting, to each
stockholder of record of each merging trust company at the address on
the books of the stockholder's trust company. No notice of publication
need be given if written waivers are received from the holders of
two-thirds of the outstanding shares of each class of stock. The
notice shall state that dissenting stockholders will be entitled to
payment of the value of only those shares which are voted against
approval of the plan.
NEW SECTION. Sec. 392
(2) The director shall immediately after that issue to the
resulting trust company a certificate of merger specifying the name of
each merging trust company and the name of the resulting trust company.
The certificate shall be conclusive evidence of the merger and of the
correctness of all proceedings regarding the merger in all courts and
places, and may be recorded in any office for the recording of deeds to
evidence the new name in which the property of the merging trust
companies is held.
NEW SECTION. Sec. 393
(2) Any reference to a merging trust company in any writing,
whether executed or taking effect before or after the merger, is a
reference to the resulting trust company if not inconsistent with the
other provisions of that writing.
NEW SECTION. Sec. 394
(2) The dissenting shareholders shall bear, on a pro rata basis
based on number of dissenting shares owned, the cost of their appraisal
and one-half of the cost of a third appraisal, and the resulting trust
company shall bear the cost of its appraisal and one-half of the cost
of the third appraisal. If the director causes an appraisal to be
made, the cost of that appraisal shall be borne equally by the
dissenting shareholders and the resulting trust company, with the
dissenting shareholders sharing their half of the cost on a pro rata
basis based on number of dissenting shares owned.
(3) The resulting trust company may fix an amount which it
considers to be not more than the fair market value of the shares of a
merging trust company at the time of the stockholders' meeting
approving the merger, that it will pay dissenting shareholders of the
trust company entitled to payment in cash. The amount due under an
accepted offer or under the appraisal shall constitute a debt of the
resulting trust company.
NEW SECTION. Sec. 395
NEW SECTION. Sec. 396
(a) The interests of the state trust company's clients, depositors,
and creditors are jeopardized because of insolvency or imminent
insolvency of the state trust company; and
(b) The sale is in the best interest of the state trust company's
clients and creditors.
(2) A sale under this section must include an assumption and
promise by the buyer to pay or otherwise discharge:
(a) All of the state trust company's liabilities to clients and
depositors;
(b) All of the state trust company's liabilities for salaries of
the state trust company's employees incurred before the date of the
sale;
(c) Obligations incurred by the director arising out of the
supervision or sale of the state trust company; and
(d) Fees and assessments due the department.
(3) This section does not limit the incidental power of a state
trust company to buy and sell assets in the ordinary course of
business.
(4) This section does not affect the director's authority to take
action under another law.
(5) The sale by a trust company of all or substantially all of its
assets with shareholder or participant approval is considered a
voluntary dissolution and liquidation and is governed by the voluntary
dissolution and liquidation provisions of chapter 30.44 RCW (as
recodified by this act).
NEW SECTION. Sec. 397
(1) "Change of control" means to transfer or sell control of a
private trust or private trust company to a person or persons other
than family members.
(2) "Common ancestor" has the same meaning as an individual
referred to as a common ancestor in the internal revenue code, 26
U.S.C. Sec. 1361(c)(1)(B)(ii), and excludes an individual who, on an
applicable date, is more than six generations removed from the youngest
generation of shareholders or holders of beneficial interests in a
private trust company.
(3) "Family member" means an individual who is a common ancestor,
a lineal descendant of such common ancestor, or a spouse or former
spouse of such common ancestor or such lineal descendant.
(4) "Private trust" means a trust created and maintained pursuant
to the Washington trust act, chapter 11.98 RCW, or the laws of another
state or foreign jurisdiction, in which:
(a) The trustee is a person who does not hold itself out to the
general public as being engaged in trust business; and
(b) Neither the trust nor the trustee, in the capacity of trustee
for the private trust, transacts business with the general public.
(5) "Private trust company" means a company acting as a private
trust.
(6) "Transact business with the general public" means any sales,
solicitations, arrangements, agreements, or transactions to provide
trust or other business services, whether or not for a fee, commission,
or any other type of remuneration, with any client that is not a family
member or a sole proprietorship, partnership, joint venture,
association, trust, estate, business trust, or other company that is
not one hundred percent owned or controlled by one or more family
members.
NEW SECTION. Sec. 398
(2) Notwithstanding subsection (1) of this section, a transfer or
change of control of a private trust or private trust company to a
person or persons other than family members constitutes unauthorized
trust activity unless the resulting private trust company is a trust
institution authorized to do business in this state.
NEW SECTION. Sec. 399
NEW SECTION. Sec. 400
NEW SECTION. Sec. 401
NEW SECTION. Sec. 402
(2) For purposes of this section, the term "director" includes the
former office of the supervisor of banks that merged into the
department under authority of chapter 43.320 RCW.
(3) For purposes of this section, satisfactory evidence of approval
from the director may be established only by written evidence that the
director gave his or her approval prior to the effective date of this
section in the form of a certificate of authority, declaration of
reciprocity between this state and the home state of the out-of-state
trust institution, or the equivalent. Authorization from the secretary
of state to transact business in this state as a foreign corporation or
foreign limited liability company is not by itself satisfactory
evidence of such approval from the director.
(4) For purposes of this section, an out-of-state trust institution
with satisfactory evidence of the director's approval to engage in
trust business prior to the effective date of this section is presumed
to have:
(a) Complied with section 370(1) of this act; and
(b) Continuously held itself out to the public as engaging in trust
business in this state since the date of the director's approval by
demonstrating that it has maintained uninterrupted and without lapse
registration with the secretary of state as a foreign corporation under
chapter 23B.15 RCW or foreign limited liability company under chapter
25.15 RCW.
NEW SECTION. Sec. 403
NEW SECTION. Sec. 404
NEW SECTION. Sec. 405
NEW SECTION. Sec. 406
NEW SECTION. Sec. 501 A new section is added to chapter 32.04
RCW to read as follows:
This title may be known and cited as the Washington savings bank
act.
Sec. 502 RCW 32.08.210 and 1994 c 92 s 320 are each amended to
read as follows:
(1) A savings bank has the powers and authorities to engage in
trust business that a state commercial bank authorized under RCW
30.08.150 (as recodified by this act) and subject also to the
requirements and conditions for engaging in trust business set forth in
this section.
(2) A mutual savings bank shall have the power to act as trustee
under:
(((1))) (a) A trust established by an inter vivos trust agreement
or under the will of a deceased person.
(((2))) (b) A trust established in connection with any collective
bargaining agreement or labor negotiation wherein the beneficiaries of
the trust include the employees concerned under the agreement or
negotiation, or a trust established in connection with any pension,
profit sharing, or retirement benefit plan of any corporation,
partnership, association, or individual, including but not limited to
retirement plans established pursuant to the provisions of the act of
congress entitled "Self-Employed Individuals Tax Retirement Act of
1962", as now constituted or hereafter amended, or plans established
pursuant to the provisions of the act of congress entitled "Employee
Retirement Income Security Act of 1974", as now constituted or
hereafter amended.
(3) A mutual savings bank may be appointed to and accept the
appointment of personal representative of the last will and testament,
or administrator with will annexed, of the estate of any deceased
person and to be appointed and to act as guardian of the estate of
minors ((and)), incompetent persons, and ((disabled)) persons with a
disability.
(4) The restrictions, limitations and requirements in Title 30 RCW
(as recodified by this act) shall apply to a mutual savings bank
exercising the powers granted under this section insofar as the
restrictions, limitations, and requirements relate to exercising the
powers granted under this section. The incidental trust powers to act
as agent in the management of trust property and the transaction of
trust business in Title 30 RCW (as recodified by this act) shall apply
to a mutual savings bank exercising the powers granted under this
section insofar as the incidental powers relate to exercising the
powers granted under this section.
(5) Before engaging in trust business, a mutual savings bank shall
apply to the director on such form as he or she shall determine and pay
the same fee as required for a state bank to engage in trust business.
In considering such application 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 management
and
personnel of the mutual savings bank are such as to command
confidence and warrant belief that the trust business will be
adequately and efficiently conducted in accordance with law, whether
the resources in the neighborhood of such place and in the surrounding
country afford a reasonable promise of adequate support for the
proposed trust business and whether the resources of the mutual savings
bank are sufficient to support the conduct of such trust business, and
that the mutual savings bank has and maintains, in addition to its
guaranty fund, undivided profits against which the depositors have no
prior claim in an amount not less than would be required of a state
bank or trust company, which undivided profits shall be eligible for
investment in the same manner as the guaranty fund of a mutual savings
bank. Within sixty days after receipt of such application, the
director shall either approve or refuse the same and forthwith return
to the mutual savings bank a copy of the application upon which his or
her decision has been endorsed. The director shall not be required to
approve or refuse an application until thirty days after any
appropriate approval has been obtained from a federal regulatory
agency. 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, as now or hereafter
amended. A mutual savings bank shall not use the word "trust" in its
name, but may use the word "trust" in its business or advertising.
NEW SECTION. Sec. 601 A new section is added to chapter 33.04
RCW to read as follows:
This title may be known and cited as the Washington savings
association act.
Sec. 602 RCW 33.12.010 and 1994 c 92 s 435 are each amended to
read as follows:
An association shall have the same capacity to act as possessed by
natural persons. An association has authority to perform such acts as
are necessary or proper to accomplish its purposes.
In addition to any other power an association may have, an
association has authority:
(1) To have and alter a corporate seal;
(2) To continue as an association for the time limited in its
articles of incorporation or, if no such time limit is specified, then
perpetually;
(3) To sue or be sued in its corporate name;
(4) To acquire, hold, sell, dispose of, pledge, mortgage, or
encumber property, as its interests and purposes may require;
(5) To conduct business in this state and elsewhere as may be
permitted by law and, to this end, to comply with any law, regulation,
or other requirements incident thereto;
(6) To acquire capital in the form of deposits, shares, or other
accounts for fixed, minimum or indefinite periods of time as are
authorized by its bylaws, and may issue such passbooks, statements,
time certificates of deposit, or other evidence of accounts;
(7) To pay interest;
(8) To charge reasonable service fees for services provided as part
of its business;
(9) To borrow money and to pledge, mortgage, or hypothecate its
properties and securities in connection therewith;
(10) To collect or protest promissory notes or bills of exchange
owned or held as collateral by the association;
(11) To let vaults, safes, boxes, or other receptacles for the
safekeeping or storage of personal property, subject to the laws and
regulations applicable to and with the powers possessed by safe deposit
companies; and to act as escrow holder;
(12) To act as fiscal agent for the United States of America; to
purchase, own, vote, or sell stock in, or act as fiscal agent for any
federal home loan bank, the federal housing administration, home
owners' loan corporation, or other state or federal agency, organized
under the authority of the United States or of the state of Washington
and authorized to loan to or act as fiscal agent for associations or to
insure savings accounts or mortgages; and in the exercise of these
powers, to comply with any requirements of law or rules or orders
promulgated by such federal or state agency and to execute any
contracts and pay any charges in connection therewith;
(13) To procure insurance of its mortgages and of its accounts from
any state or federal corporation or agency authorized to write such
insurance and, in the exercise of these powers, to comply with any
requirements of law or rules or orders promulgated and to execute any
contracts and pay any premiums required in connection therewith;
(14) To loan money and to sell any of its notes or other evidences
of indebtedness, together with the collateral securing the same;
(15) To make, adopt, and amend bylaws for the management of its
property and the conduct of its business;
(16) To deposit moneys and securities in any other association or
any bank or savings bank or other like depository;
(17) To dissolve and wind up its business;
(18) To collect or compromise debts due to it and, in so doing, to
apply to the indebtedness the accounts of the debtors, and to receive,
as collateral or otherwise, other securities, property or property
rights of any kind or nature;
(19) To become a member of, deal with, or make reasonable payments
or contribution to any organization to the extent that such
organization assists in furthering or facilitating the association's
purposes, powers or community responsibilities, and to comply with any
reasonable conditions of eligibility;
(20) To sell money orders, travelers checks and similar instruments
as agent for any organization empowered to sell such instruments
through agents within this state and to receive money for transmission
through a federal home loan bank;
(21) To service loans and investments for others;
(22) To sell and to purchase mortgages or other loans, including
participating interests therein;
(23) To use abbreviations, words or symbols in connection with any
document of any nature and on checks, proxies, notices and other
instruments which abbreviations, words, or symbols shall have the same
force and legal effect as though the respective words and phrases for
which they stand were set forth in full for the purposes of all
statutes of the state and all other purposes;
(24) To conduct a trust business under rules adopted by the
director pursuant to chapter 34.05 RCW; ((and))
(25) To exercise the powers and authorities of a state commercial
bank to engage in trust business under RCW 30.08.150 (as recodified by
this act) upon application to and approval by the director and subject
to requirements and conditions that the director may establish by rule;
and
(26) To exercise, by and through its board of directors and duly
authorized officers and agents, all such incidental powers as may be
necessary to carry on the business of the association.
The powers granted in this section shall not be construed as
limiting or enlarging any grant of authority made elsewhere by this
title.
NEW SECTION. Sec. 701 The following is applicable to Title 30B
RCW as authorized by this act:
(1) Sections 301 through 320 of this act constitute a new chapter
in Title
(2) Sections 321 through 332 of this act constitute a new chapter
in Title
(3) Sections 333 through 345 of this act constitute a new chapter
in Title
(4) Sections 346 through 359 of this act constitute a new chapter
in Title
(5) Sections 360 through 362 of this act constitute a new chapter
in Title
(6) Sections 363 through 365 of this act constitute a new chapter
in Title
(7) Sections 366 through 375 of this act constitute a new chapter
in Title
(8) Sections 376 through 381 of this act constitute a new chapter
in Title
(9) Sections 382 through 384 of this act constitute a new chapter
in Title
(10) Sections 385 and 386 of this act constitute a new chapter in
Title
(11) Sections 387 through 396 of this act constitute a new chapter
in Title
(12) Sections 397 through 400 of this act constitute a new chapter
in Title
(13) Sections 401 and 402 of this act constitute a new chapter in
Title
(14) Sections 403 through 406 of this act constitute a new chapter
in Title