Date of Adoption: August 22, 2000.

Purpose: Housekeeping changes and recodifying Title 419 WAC as a chapter of Title 208 WAC.

Citation of Existing Rules Affected by this Order: Amending Title 419 WAC.

Statutory Authority for Adoption: RCW 33.04.025 and 43.320.040.

Adopted under notice filed as WSR 00-13-100 on June 21, 2000 (published on July 5, 2000).

Number of Sections Adopted in Order to Comply with Federal Statute: New 0, Amended 0, Repealed 0; Federal Rules or Standards: New 0, Amended 0, Repealed 0; or Recently Enacted State Statutes: New 0, Amended 0, Repealed 0.

Number of Sections Adopted at Request of a Nongovernmental Entity: New 0, Amended 0, Repealed 0.

Number of Sections Adopted on the Agency's Own Initiative: New 4, Amended 20, Repealed 0.

Number of Sections Adopted in Order to Clarify, Streamline, or Reform Agency Procedures: New 4, Amended 20, Repealed 0.

Number of Sections Adopted Using Negotiated Rule Making: New 0, Amended 0, Repealed 0; Pilot Rule Making: New 0, Amended 0, Repealed 0; or Other Alternative Rule Making: New 0, Amended 0, Repealed 0. Effective Date of Rule: Thirty-one days after filing.

August 22, 2000

John L. Bley

Director

OTS-4086.2

AMENDATORY SECTION(Amending Order 83-5, filed 9/26/83)

WAC 419-14-020
Collection of examination and supervision costs -- Collection method.

The requirement of RCW 33.28.020 that the ((supervisor)) director collect from each savings and loan association the actual costs of examinations and supervision shall be met in accordance with the procedures established in this chapter.      The fee shall consist of three elements: (1) An hourly charge for the number of hours spent by division personnel in conducting an examination of the association, (2) a semiannual asset charge; and (3) an hourly charge for the number of hours of extraordinary or special services.

[Statutory Authority: RCW 33.28.020.      83-20-028 (Order 83-5), § 419-14-020, filed 9/26/83; 82-13-015 (Order 82-4), § 419-14-020, filed 6/7/82.]

The hourly charge for hours spent by personnel of the division of ((savings and loan)) banks in conducting examinations shall be assessed as follows:

     (1) For division personnel classified as ((savings and loan analyst)) financial examiner, $40.00 per hour;

     (2) For division personnel classified as ((savings and loan senior analyst)) financial examiner senior, $45.00 per hour;

     (3) For division personnel classified as ((review analyst)) case manager or financial examiner supervisor or above, $50.00 per hour;

     In addition to the hourly examination fee, foreign associations doing business in the state of Washington will defray the costs of travel and per diem paid to division personnel in examinations performed outside the state of Washington.

     The ((supervisor)) director may charge the actual cost of examinations performed under personal service contracts by third parties.      The ((supervisor)) director shall submit a statement for the foregoing charges following the completion of any applicable examination, and the charges shall be paid not later than thirty days after submission of such statement.

[Statutory Authority: RCW 33.28.020.      91-06-063, § 419-14-030, filed 3/1/91, effective 4/1/91; 85-07-009 (Order 85-3), § 419-14-030, filed 3/8/85.      Statutory Authority: RCW 33.08.110.      84-12-043 (Order 84-4), § 419-14-030, filed 5/31/84.      Statutory Authority: RCW 30.28.020.      82-13-015 (Order 82-4), § 419-14-030, filed 6/7/82.]

The total value of loans made or obligations acquired under the authority of RCW 33.12.060 (2)(f) for any director, officer, or employee of an association shall not exceed twenty-five thousand dollars, unless all applicable regulations of the Federal ((Savings and Loan)) Deposit Insurance Corporation have been complied with, in which case loans not in excess of one hundred thousand dollars total may be made.      Loans in amounts larger than one hundred thousand dollars may be made only with the prior written approval of the ((supervisor)) director has been obtained in accordance with the provisions of this section.

     Requests to the ((supervisor)) director for permission to exceed the maximum loan limit shall be made at least ten days in advance of the date upon which it is anticipated that funds will be disbursed, if the loan is approved.      Such requests must be accompanied by a certified copy of the authorizing resolution, which shall set forth with specificity the reasons that the board of directors believes that exceeding the loan limitation established in this section is in the best interest of the association in each instance.      The authorizing resolution shall also set forth the directors' evaluation of the quality of the security for the loan, and the ability of the debtor to repay the loan in accordance with its terms.

[Statutory Authority: RCW 33.12.060 (2)(f).      84-09-058 (Order 84-1), § 419-14-070, filed 4/18/84; 82-13-015 (Order 82-4), § 419-14-070, filed 6/7/82.]

RCW 33.24.010 provides that an association may not invest more than two and one-half percent of its assets in any loan or obligation to any one person, except with the written approval of the supervisor.      The ((supervisor)) director hereby gives written approval for any state chartered association to make a loan to any one borrower in an amount which, taken together with all other outstanding loans and obligation to the same borrower, does not exceed either ten percent of the institution's withdrawable accounts, or the association's net worth, whichever is less.

     "One borrower" is defined as (a) any person or entity that is, or that upon the making of a loan will become, obligor on a loan; (b) nominees of such obligor; (c) all persons trusts, partnerships, syndicates, and corporations of which such obligor is a nominee or a beneficiary, partner, member, or record or beneficial stockholder owning ten percent or more of the capital stock, and (d) if such obligor is a trust partnership, syndicate, or corporation, all trusts, partnerships, syndicates, and corporations of which any beneficiary, partner, member, or record or beneficial stockholder owning ten percent of the capital stock, is also a beneficiary, partner, member, or record or beneficial stockholder owning ten percent or more of the capital stock of such obligor; and the term "total balances of all outstanding loans" means the original amounts loaned by an insured institution plus any additional advances and interest due unpaid, less repayments and participating interests sold and exclusive of any loan on the security of such institution's savings accounts or real estate, the title to which has been conveyed to a bona fide purchaser of such real estate.

[Statutory Authority: RCW 33.24.010.      84-09-058 (Order 84-1), § 419-14-085, filed 4/18/84.]

Upon completion of each examination the ((analyst's)) examiner's report shall be reviewed and an examination letter prepared by administrative personnel.      The hourly charge for the review and preparation of the examination letter shall be assessed at the rate of $50.00 per hour.

[Statutory Authority: RCW 33.28.020.      91-06-063, § 419-14-100, filed 3/1/91, effective 4/1/91; 85-07-009 (Order 85-3), § 419-14-100, filed 3/8/85; 83-20-028 (Order 83-5), § 419-14-100, filed 9/26/83.]

RCW 33.28.020 requires the ((supervisor)) director to collect from each association a fee to cover the actual cost of supervision.

     To maintain fairness to all associations the acquiring party(ies) will defray the costs involving the ((supervisor)) director and his staff as follows:

     A minimum nonrefundable fee of $5,000 payable with the acquisition application described in RCW 33.24.360.      In addition direct costs involving travel and lodging of the ((supervisor)) director or his staff and legal expense billed directly to the division will be paid by the acquirers.

     Savings and loan associations merging under authority of RCW 33.04.010 are not considered within the scope of RCW 33.24.360 and are therefore not included with respect to this WAC.

[Statutory Authority: RCW 33.24.360.      84-12-042 (Order 84-5), § 419-14-120, filed 5/31/84.]

     The following sections of the Washington Administrative Code are recodified as follows:

Old WAC number	New WAC number
419-14-020	208-586-020
419-14-030	208-586-030
419-14-040	208-586-040
419-14-050	208-586-050
419-14-060	208-586-060
419-14-070	208-586-070
419-14-075	208-586-075
419-14-080	208-586-080
419-14-085	208-586-085
419-14-090	208-586-090
419-14-100	208-586-100
419-14-110	208-586-110
419-14-120	208-586-120
419-14-135	208-586-135
419-14-140	208-586-140

OTS-4087.2

AMENDATORY SECTION(Amending Order 82-1, filed 3/30/82)

WAC 419-52-010
Purpose.

The purpose of this chapter is to set forth the guidelines which allow for the interstate merger or acquisition of troubled savings and loan associations.      ((The guidelines follow the federal home loan bank board's statement of policy regarding interstate branching.))

[Statutory Authority: RCW 33.12.014.      82-08-023 (Order 82-1), § 419-52-010, filed 3/30/82.]

Pursuant to RCW 33.12.012 and 33.12.014, a domestic savings and loan association may acquire or merge with a foreign association under the following circumstances:

     (1) The regulator of the foreign association believes that a merger is necessary to prevent the failure of the foreign association;

     (2) The regulator of the foreign association believes that no adequate merger candidates exist within the regulator's jurisdiction;

     (3) The regulator of the foreign association believes that it is appropriate for the foreign association to be acquired by a domestic association; and

     (4) The ((supervisor)) director believes that it is appropriate for the domestic association to acquire the foreign association.

     Any acquisition made under this authority shall be conducted in the same manner so outlined in RCW 33.24.350 - 33.24.380.

[Statutory Authority: RCW 33.12.014.      82-08-023 (Order 82-1), § 419-52-020, filed 3/30/82.]

Pursuant to RCW 33.12.012 and 33.12.014, and notwithstanding any other law to the contrary, a foreign savings and loan association may acquire a domestic association under the following circumstances:

     (1) The ((supervisor)) director believes that a merger is necessary to prevent the failure of the domestic association;

     (2) The ((supervisor)) director believes that no adequate merger candidates exist in Washington;

     (3) The ((supervisor)) director believes that it is appropriate for the domestic association to be acquired by a foreign association; and

     (4) The regulator of the foreign association believes that it is appropriate for the foreign association to acquire the domestic association.

     Any acquisition made under this authority shall be subject to RCW 33.24.350 - 33.24.380.

[Statutory Authority: RCW 33.12.014.      82-08-023 (Order 82-1), § 419-52-030, filed 3/30/82.]

     The following sections of the Washington Administrative Code are recodified as follows:

Old WAC number	New WAC number
419-52-010	208-590-010
419-52-020	208-590-020
419-52-030	208-590-030

OTS-4088.2

AMENDATORY SECTION(Amending Order 87-2, filed 1/6/88)

WAC 419-56-010
Definitions.

Unless the context clearly requires otherwise, the definitions in this section apply throughout this chapter.

     (1) "Agency" means the fiduciary relationship in which title to the property constituting the agency does not pass to the trust department but remains in the owner of the property, who is known as the principal, and in which the agent is charged with certain specific duties with respect to the property.

     (2) "Agency coupled with an interest" means an agency in which the agent has a legal interest in the subject matter.      Such an agency is not terminated automatically, as are other agencies, by the death of the principal but continue in effect until the agent can realize upon its legal interest.

     (3) "Fiduciary powers" means the power to act in any fiduciary capacity authorized by the state of Washington including, but not limited to; trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, agent, custodian, escrow agent, corporate bond paying and transfer agent, escrow holder, managing agent, depositary, committee of estates of incompetents.

     (4) "Managing agent" means the fiduciary relationship assumed by a trust department upon the creation of an account which names the association as agent and confers investment discretion upon the association.

     (5) (("Supervisor" means the supervisor of savings and loan associations, department of general administration.)) "Director" means the director of the department of financial institutions.

     (6) "Trust business" means the business of doing any or all of the activities specified in RCW 30.08.150 (2) through (11).

     (7) "Trust department" means that group or groups of officers and employees of a savings and loan association to whom are designated by the board of directors the performance of the fiduciary responsibilities of the association, whether or not the groups or groups are so named.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-010, filed 1/6/88.]

(1)(a) The board of directors of the savings and loan association is responsible for the proper exercise of fiduciary powers by the trust department.      All matters pertinent thereto, including the determination of policies, the investment and disposition of property held in a fiduciary capacity, and the direction and review of the actions of all officers, employees, and committees utilized by the savings and loan association in the exercise of its fiduciary powers, are the responsibility of the board.      In discharging this responsibility, the board of directors may assign, by action duly entered in the minutes, the administration of such of the association's fiduciary powers as it may consider proper to assign to such director(s), officer(s), employee(s), or committee(s) as it may designate.

     (b) No fiduciary account shall be accepted without the prior approval of the board, or of the director(s), officer(s), or committee(s) to whom the board may have designated the performance of that responsibility.      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, and within fifteen months of the last review, all the assets held in or for each fiduciary account where the association 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 trust department shall be adequately bonded.

     (3) Every qualified fiduciary subject to this chapter 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 savings and loan association and its trust department.

     (4) The trust department may utilize personnel and facilities of other departments of the savings and loan association, and other departments of the savings and loan association may utilize the personnel and facilities of the trust department only to the extent not prohibited by law and as long as the separate identity of the trust department is preserved.

     (5) Fiduciary records shall be kept separate and distinct from other records of the savings and loan association and maintained in compliance with the provisions of RCW 30.04.240.      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 ((supervisor of savings and loan associations)) director of the department of financial institutions.

     (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.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-020, filed 1/6/88.]

Associations desiring to establish trust departments shall complete an application establishing the scope of the intended operation.      Upon receiving an application from an association to engage in trust business pursuant to this chapter, the ((supervisor)) director may request such additional information as he deems necessary for the informed disposition of the application.      If supplementary information is requested by the ((supervisor)) director, the application will not be complete until the supplementary information is supplied.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-030, filed 1/6/88.]

After receiving an application from a savings and loan association to engage in trust business and after having considered it, the ((supervisor)) director shall grant, grant conditionally, grant in modified form, or deny the application and shall inform the applicant in writing of his action and of the reasons therefor.      Any application not acted upon within six months after its receipt by the supervisor shall be deemed denied unless the ((supervisor)) director, in writing, informs the applicant that he is holding the application for further review.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-040, filed 1/6/88.]

No savings and loan association shall engage in any trust business not authorized in advance by the ((supervisor)) director in accordance with this rule, unless the ((supervisor)) director informs an applicant in writing that it may engage in a trust business provisionally while he reviews the application.      Failure of a savings and loan association to comply with the terms of this chapter may be grounds for supervisory action against the savings and loan, its directors, or officers.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-050, filed 1/6/88.]

The ((supervisor)) director may find that a trust business previously authorized by him is no longer a safe and prudent practice for savings and loan associations generally to engage in, or has become inconsistent with applicable state or federal law, or has ceased to be a safe and prudent practice in one or more particular savings and loan associations in light of their financial condition or management.      Upon such a finding, the ((supervisor)) director may in writing inform the board of directors of any or all of the associations engaging in such a trust business that the authority to engage in the activity has been revoked or modified.      When the ((supervisor)) director so notifies any savings and loan association, its directors and officers shall forthwith take steps to cease the trust business (if authority to engage in the activity has been revoked) or to make such modifications as the ((supervisor)) director requires.      The ((supervisor)) director may for cause shown grant a savings and loan association some definite period of time within in which to arrange its affairs to comply with the ((supervisor's)) director's orders.      Savings and loan associations which continue to engage in a trust business where their authority to do so has been revoked or modified will be treated as if the authority to engage in the practice had never been granted, and their actions may be grounds for supervisory action against the association, its directors, or officers.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-060, filed 1/6/88.]

The investigation fee charged under RCW 33.28.020 in connection with applications to establish a new savings and loan trust department shall be one thousand dollars.      In the event the actual costs of the investigation conducted with respect to a particular application are less than the amount of the fee, such difference between the fee and the actual costs submitted shall be refunded, provided that in no event shall more than five hundred dollars be refunded.      Expansion of the originally approved scope of trust business must also be approved by the ((supervisor)) director by additional application and fee.      In the event that actual costs of processing additional applications are less than the amount of the fee, such difference between the fee and the actual cost shall be refunded, provided that in no event shall more than seven hundred dollars be refunded.      For the purposes of this section, actual costs include travel and per diem expenses paid to division personnel in connection with the investigation.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-070, filed 1/6/88.]

The ((supervisor)) director shall have the power to examine the affairs of a trust department of a state-chartered savings and loan association under the same general powers as outlined in RCW 33.04.020.      The report of examination of any trust department will be subject to the same restrictions as those of the parent association as outlined in RCW 33.04.110.      Fees for such examinations will be charged on the same hourly basis as those for the parent association as established by administrative rule.

[Statutory Authority: RCW 33.12.010(24).      88-02-068 (Order 87-2), § 419-56-090, filed 1/6/88.]

     The following sections of the Washington Administrative Code are recodified as follows:

Old WAC number	New WAC number
419-56-010	208-594-010
419-56-020	208-594-020
419-56-030	208-594-030
419-56-040	208-594-040
419-56-050	208-594-050
419-56-060	208-594-060
419-56-070	208-594-070
419-56-080	208-594-080
419-56-090	208-594-090

OTS-4089.2

AMENDATORY SECTION(Amending Order 87-1, filed 1/6/88)

WAC 419-60-010
Application procedures.

RCW 33.32.030 provides for regulatory authority by the ((supervisor)) director over the activities of foreign associations within the state of Washington, and requires that such associations conduct their business in accordance with the appropriate statutes and under the requirements set forth by the ((supervisor)) director in various rules.      In order to conduct the business of a savings and loan in Washington, a foreign association must formally apply for the approval of the supervisor.      Procedures for application are as follows:

     (1) The application must be filed with the supervisor at the offices of the Division of ((Savings and Loan, Room 217C, General Administration Building,)) Banks in Olympia, Washington ((98504)).

     (2) The application shall be filed in duplicate and shall be accompanied by a filing fee of five thousand dollars.      In the event the actual costs of investigating the application exceed this amount, such difference between the fee and the actual costs shall be paid by the applicant.      For the purposes of this section, actual costs shall include but not be limited to travel and per diem expense paid to division personnel in connection with the investigation.

[Statutory Authority: RCW 33.32.030.      88-02-067 (Order 87-1), § 419-60-010, filed 1/6/88.]

An application shall include at least the following information:

     (1) Name, address, and telephone number of the applicant.

     (2) Name, address, and telephone number of the person to be contacted concerning the application.

     (3) A summary of the applicant's history, which should include as a minimum the date and place of incorporation, the date and nature of any mergers or acquisitions, and certified current copies of the applicant's articles of incorporation and bylaws.

     (4) A description of the applicant's business and corporate structure, including a listing of all branches or similar offices, and each majority owned subsidiary, and the nature and extent of the business activities of each.

     (5) A business plan describing the applicant's proposed business activities in this state.

     (6) A copy of the independent auditor's report for the applicant's most recent fiscal year and comparative financial statements for the prior fiscal year.

     (7) The name, address, professional experience, and financial statement of the chief executive officer and principal operating officers.

     (8) The name, address, and principal occupation of each director of applicant, and completed biographical and financial statements on each.

     (9) A copy of the last two examination reports prepared by the ((applicable Federal Home Loan Bank)) Office of Thrift Supervision, the last two state examination reports, any correspondence from the relevant regulator to the board of directors discussing each report, and the board's responses thereto.

     (10) A statement as to the presence or absence of any supervisory agreement or regulatory order that may be in effect or may have been in effect in the last five years, and, if so, a copy of each such order or agreement.

     (11) An opinion from the applicant's state regulatory agency which describes the conditions under which Washington associations may conduct business in such state.

     (12) A statement of total shares outstanding and total number of stockholders if the applicant is a stock association.      Additionally, provide a breakdown of stock ownership by officers and directors and any other entities owning five percent or more of the association's stock.

     (13) A copy of the association's bond and its riders/attachments.

     (14) Any additional information that may be required by the ((supervisor)) director or deemed appropriate by the applicant.

[Statutory Authority: RCW 33.32.030.      88-02-067 (Order 87-1), § 419-60-020, filed 1/6/88.]

The information required by WAC ((419-06-020)) 208-598-020 must demonstrate to the satisfaction of the ((supervisor)) director:

     (1) That the applicant, the directors of the applicant, and the chief officers of the applicant are each of good character and sound financial standing.

     (2) That the financial history and condition of the applicant are satisfactory.

     (3) That the applicant's plan to conduct the business of an association in Washington affords a reasonable promise of success.

     (4) That the state in which the home office of the applicant is located permits Washington associations to conduct the business of an association in such state in substantially the same manner as the applicant proposes in this state.

[Statutory Authority: RCW 33.32.030.      88-02-067 (Order 87-1), § 419-60-030, filed 1/6/88.]

     The following sections of the Washington Administrative Code are recodified as follows:

Old WAC number	New WAC Number
419-60-010	208-598-010
419-60-020	208-598-020
419-60-030	208-598-030

© Washington State Code Reviser's Office