reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.275 - Applications available for public inspection—Confidential information.

RCW 32.32.275
Applications available for public inspection—Confidential information.
Should the applicant desire to submit any information it deems to be of a confidential nature regarding any item or a part of any exhibit included in any application under this chapter, the information pertaining to the item or exhibit shall be separately bound and labeled "confidential", and a statement shall be submitted therewith briefly setting forth the grounds on which the information should be treated as confidential. Only general reference thereto need be made in that portion of the application which the applicant deems not to be confidential. Applications under this chapter shall be made available for inspection by the public, except for portions which are bound and labeled "confidential" and which the director determines to withhold from public availability under chapter 42.56 RCW. The applicant shall be advised of any decision by the director to make public information designated as "confidential" by the applicant. Even though sections of the application are considered "confidential" as far as public inspection thereof is concerned, to the extent the director deems necessary the director may comment on the confidential submissions in any public statement in connection with the director's decision on the application without prior notice to the applicant.
[ 2005 c 274 § 260; 1994 c 92 § 374; 1981 c 85 § 54.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.280 - Offers and sales of securities—Prohibitions.

RCW 32.32.280
Offers and sales of securities—Prohibitions.
No offer to sell securities of an applicant pursuant to a plan of conversion may be made prior to approval by the director of the application for conversion. No sale of these securities in the subscription offering may be made except by means of the final offering circular for the subscription offering. No sale of unsubscribed securities may be made except by means of the final offering circular for the public offering or direct community marketing. The offering of shares in the direct community marketing may commence during the subscription offering upon the declaration of effectiveness by the director of the offering circular proposed for the community offering. This section shall not apply to preliminary negotiations or agreements between an applicant and any underwriter or among underwriters who are to be in privity of contract with the applicant.
[ 1994 c 92 § 375; 1981 c 85 § 55.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.285 - Distribution of offering circulars authorized.

RCW 32.32.285
Distribution of offering circulars authorized.
Any preliminary offering circular for the subscription offering, the public offering, or the direct community marketing which has been filed with the director may be distributed to eligible account holders or supplemental eligible account holders and to others in connection with the offering after the director has advised the applicant in writing that the application is properly executed and is not materially incomplete under RCW 32.32.265. No final offering circular may be distributed until the offering circular has been declared effective by the director.
[ 1994 c 92 § 376; 1981 c 85 § 56.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.290 - Preliminary offering circular for subscription offering—Estimated subscription price range required.

RCW 32.32.290
Preliminary offering circular for subscription offering—Estimated subscription price range required.
With respect to the capital stock of the applicant to be sold under the plan of conversion, any preliminary offering circular for the subscription offering shall set forth the estimated subscription price range. The maximum of the price range should normally be no more than fifteen percent above the average of the minimum and maximum of the price range and the minimum should normally be no more than fifteen percent below this average. The maximum price used in the price range should normally be no more than fifty dollars per share and the minimum no less than five dollars per share.
[ 1994 c 256 § 106; 1981 c 85 § 57.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.295 - Review of price information by director.

RCW 32.32.295
Review of price information by director.
The director shall review the price information required under RCW 32.32.290 in determining whether to give approval to an application for conversion. No representations may be made in any manner that the price information has been approved by the director or that the shares of capital stock sold pursuant to the plan of conversion have been approved or disapproved by the director or that the director has passed upon the accuracy or adequacy of any offering circular covering the shares.
[ 1994 c 92 § 377; 1981 c 85 § 58.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.300 - Underwriting commissions.

RCW 32.32.300
Underwriting commissions.
Underwriting commissions shall not exceed an amount or percentage per share acceptable to the director. No underwriting commission may be allowed or paid with respect to shares of capital stock sold in the subscription offering; however, an underwriter may be reimbursed for accountable expenses in connection with the subscription offering where the public offering is so small that reasonable underwriting commissions thereon would not be sufficient to cover total accountable expenses. The term "underwriting commissions" includes underwriting discounts.
[ 1994 c 92 § 378; 1981 c 85 § 59.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.305 - Consideration of pricing information by director—Guidelines.

RCW 32.32.305
Consideration of pricing information by director—Guidelines.
In considering the pricing information required under RCW 32.32.290, the director shall apply the following guidelines:
(1) The materials shall be prepared by persons independent of the applicant, experienced and expert in the area of corporate appraisal, and acceptable to the director;
(2) The materials shall contain data which are sufficient to support the conclusions reached therein;
(3) The materials shall contain a complete and detailed description of the appraisal methodology employed; and
(4) To the extent that the appraisal is based on a capitalization of the pro forma income of the converted savings bank, the materials shall indicate the basis for determination of the income to be derived from the proceeds of the sale of stock and demonstrate the appropriateness of the earnings multiple used, including assumptions made as to future earnings growth. To the extent that the appraisal is based on comparison of the capital stock of the applicant with outstanding capital stock of existing stock savings banks or stock savings and loan associations, the materials shall demonstrate the appropriate comparability of the form and substance of the outstanding capital stock and the appropriate comparability of the existing stock savings banks and stock savings and loan associations in terms of such factors as size, market area, competitive conditions, profit history, and expected future earnings.
[ 1994 c 92 § 379; 1981 c 85 § 60.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.310 - Submission of information by applicant.

RCW 32.32.310
Submission of information by applicant.
In addition to the information required in RCW 32.32.305, the applicant shall submit information demonstrating to the satisfaction of the director the independence and expertise of any person preparing materials under RCW 32.32.305. However, a person will not be considered as lacking independence for the reason that the person will participate in effecting a sale of capital stock under the plan of conversion or will receive a fee from the applicant for services rendered in connection with the appraisal.
[ 1994 c 92 § 380; 1981 c 85 § 61.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.315 - Subscription offering—Distribution of order forms for the purchase of shares.

RCW 32.32.315
Subscription offering—Distribution of order forms for the purchase of shares.
Promptly after the director has declared the offering circular for the subscription offering effective, the applicant shall distribute order forms for the purchase of shares of capital stock in the subscription offering to all eligible account holders, supplemental eligible account holders (if applicable), and other persons who may subscribe for the shares under the plan of conversion.
[ 1994 c 92 § 381; 1981 c 85 § 62.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.320 - Order forms—Final offering circular and detailed instructions.

RCW 32.32.320
Order forms—Final offering circular and detailed instructions.
Each order form distributed pursuant to RCW 32.32.315 shall be accompanied or preceded by the final offering circular for the subscription offering and a set of detailed instructions explaining how to properly complete the order forms.
[ 1981 c 85 § 63.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.325 - Subscription price.

RCW 32.32.325
Subscription price.
The maximum subscription price stated on each order form distributed pursuant to RCW 32.32.315 shall be the amount to be paid when the order form is returned. The maximum subscription price and the actual subscription price shall be within the subscription price range stated in the director's approval and the offering circular. If either the maximum subscription price or the actual subscription price is not within this subscription price range, the applicant shall obtain an amendment to the director's approval. If appropriate, the director shall condition the giving of amended approval by requiring a resolicitation of order forms. If the actual public offering price is less than the maximum subscription price stated on the order form, the actual subscription price shall be correspondingly reduced and the difference shall be refunded to those who have paid the maximum subscription price.
[ 1994 c 92 § 382; 1981 c 85 § 64.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.330 - Order form—Contents.

RCW 32.32.330
Order form—Contents.
Each order form distributed pursuant to RCW 32.32.315 shall be prepared so as to indicate to the person receiving it, in as simple, clear, and intelligible a manner as possible, the actions which are required or available to the person with respect to the form and the capital stock offered for purchase thereby. Specifically, each order form shall:
(1) Indicate the maximum number of shares that may be purchased pursuant to the subscription offering;
(2) Indicate the period of time within which the subscription rights must be exercised, which period of time shall not be less than twenty days following the date of the mailing of the order form;
(3) State the maximum subscription price per share of capital stock;
(4) Indicate any requirements as to the minimum number of shares of capital stock which may be purchased;
(5) Provide a specifically designated blank space or spaces for indicating the number of shares of capital stock which the eligible account holder or other person wishes to purchase;
(6) Indicate that payment may be made by cash if delivered in person or by check or by withdrawal from an account holder's savings account. If payment is to be made by withdrawal, a box to check should be provided;
(7) Provide specifically designated blank spaces for dating and signing the order form;
(8) Contain an acknowledgment by the account holder or other person signing the order form that the person has received the final offering circular for the subscription offering prior to signing; and
(9) Indicate the consequences of failing to properly complete and return the order form, including a statement that the subscription rights are nontransferable and will become void at the end of the subscription period. The order form may, and the set of instructions shall, indicate the place or places to which the order forms are to be returned and when the applicant will consider order forms received, such as by date and time of actual receipt in the applicant's offices or by date and time of postmark.
[ 1981 c 85 § 65.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.335 - Order form—Additional provision authorized—Payment by withdrawal.

RCW 32.32.335
Order form—Additional provision authorized—Payment by withdrawal.
The order form distributed pursuant to RCW 32.32.315 may provide that it may not be modified without the applicant's consent after its receipt by the applicant. If payment is to be made by withdrawal from a savings account the applicant may, but need not, cause the withdrawal to be made upon receipt of the order form. If the withdrawal is made at any time prior to the closing date of the public offering, the applicant shall pay interest to the account holder on the account withdrawn as if the amount had remained in the account from which it was withdrawn until the closing date.
[ 1981 c 85 § 66.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.340 - Time period for completion of sale of all shares of capital stock.

RCW 32.32.340
Time period for completion of sale of all shares of capital stock.
The sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in a public offering or direct community marketing, shall be completed as promptly as possible and within forty-five calendar days after the last day of the subscription period, unless extended by the director.
[ 1994 c 92 § 383; 1981 c 85 § 67.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.345 - Copies of application for approval to be filed.

RCW 32.32.345
Copies of application for approval to be filed.
An applicant that desires to convert in accordance with this chapter shall file copies of an application for approval in the form and number prescribed by the director.
[ 1994 c 92 § 384; 1981 c 85 § 68.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.350 - Nonacceptance and return of applications.

RCW 32.32.350
Nonacceptance and return of applications.
Any application for approval that is improperly executed, or that does not contain copies of a plan of conversion, amendments to the charter of the applicant in the form of new articles of incorporation, and preliminary offering circulars for the subscription offering and for the public offering or direct community marketing shall not be accepted for filing and shall be returned to the applicant. Any application for approval containing a materially incomplete plan of conversion or offering circular may be returned by the director to the applicant.
[ 1994 c 92 § 385; 1981 c 85 § 69.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.355 - Continuity of corporate existence.

RCW 32.32.355
Continuity of corporate existence.
Upon the filing of the articles of incorporation of a converted savings bank with the secretary of state in accordance with RCW 32.32.485, the corporate existence of the mutual savings bank converting to a stock savings bank pursuant to this chapter shall not terminate but the converted savings bank shall be deemed to be a continuation of the entity of the mutual savings bank so converted having the same rights and obligations as it had prior to the conversion.
[ 1981 c 85 § 70.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.360 - Form of application.

RCW 32.32.360
Form of application.
The form of the application shall comply with the requirements of the director.
[ 1994 c 92 § 386; 1981 c 85 § 71.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.365 - Representations upon filing of application.

RCW 32.32.365
Representations upon filing of application.
Except as provided in RCW 32.32.370, the filing of any application or amendment thereto under this chapter shall constitute a representation of the applicant by its duly authorized representative, the applicant's principal executive officer, the applicant's principal financial officer, and the applicant's principal accounting officer, and each member of the applicant's board of directors (whether or not the director has signed the application or any amendment thereto) severally that (1) he or she has read the application or amendment, (2) in the opinion of each such person he or she has made such examination and investigation as is necessary to enable him or her to express an informed opinion that the application or amendment complies to the best of his or her knowledge and belief with the applicable requirements of this chapter, and (3) each such person holds this informed opinion.
[ 1981 c 85 § 72.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.370 - Representations upon filing of application—Exception.

RCW 32.32.370
Representations upon filing of application—Exception.
The representations specified in RCW 32.32.365 shall not be deemed to have been made by any director of the applicant who did not sign the application or any amendment thereto, if, and only to the extent that, the director files with the director within ten business days after the filing of the application or amendment a statement describing those portions of the filing as to which he or she does not so represent.
[ 1994 c 92 § 387; 1981 c 85 § 73.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.375 - Application to furnish information.

RCW 32.32.375
Application to furnish information.
Every application shall furnish information in accordance with this chapter and with the requirements and forms prescribed by the director.
[ 1994 c 92 § 388; 1981 c 85 § 74.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.380 - Application—Additional information required.

RCW 32.32.380
Application—Additional information required.
In addition to the information expressly required to be included in any application under this chapter, there shall be added such further material information, if any, as may be necessary to make the required statements, in the light of the circumstances under which they are made, not misleading.
[ 1981 c 85 § 75.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.385 - Omission of certain information permitted—Conditions.

RCW 32.32.385
Omission of certain information permitted—Conditions.
Information required need be given only insofar as it is known or reasonably available to the applicant. If any required information is unknown and not reasonably available to the applicant, either because the obtaining thereof would involve unreasonable effort or expense or because it rests peculiarly within the knowledge of another person not affiliated with the applicant, the information may be omitted, subject to the following conditions:
(1) The applicant shall give such information on the subject as it possesses or can acquire without unreasonable effort or expense, together with the sources thereof.
(2) The applicant shall include a statement either showing that unreasonable effort or expense would be involved or indicating the absence of any affiliation with the person within whose knowledge the information rests and stating the result of a request made to the person for the information.
[ 1981 c 85 § 76.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.390 - Offering circular—Certain manner of presentation of required information prohibited.

RCW 32.32.390
Offering circular—Certain manner of presentation of required information prohibited.
The information required in an offering circular shall not be set forth in such fashion as to obscure any of the required information or any information necessary to keep the required information from being incomplete or misleading.
[ 1981 c 85 § 77.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.395 - Form and contents of filings.

RCW 32.32.395
Form and contents of filings.
The form and contents of any filing made under this chapter need conform only to the applicable requirements and forms prescribed by the director then in effect, and contain the information, including financial statements, required at the time the filing is made, notwithstanding subsequent changes, except as otherwise provided in any such amendment or in RCW 32.32.400.
[ 1994 c 92 § 389; 1981 c 85 § 78.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.400 - Conformance required to order prohibiting the use of any filing.

RCW 32.32.400
Conformance required to order prohibiting the use of any filing.
Whenever the director prohibits by order or otherwise the use of any filing under this chapter, the form and contents of any filing used thereafter shall conform to the requirements of the order.
[ 1994 c 92 § 390; 1981 c 85 § 79.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.405 - Application—Certain named persons—Filing of written consent required.

RCW 32.32.405
Application—Certain named persons—Filing of written consent required.
(1) If any accountant, attorney, investment banker, appraiser, or other persons whose professions give authority to a statement made in any application under this chapter is named as having prepared, reviewed, passed upon, or certified any part thereof, or any report or valuation for use in connection therewith, the written consent of the person shall be filed with the application. If any portion of a report of an expert is quoted or summarized as such in any filing under this chapter, the written consent of the expert shall expressly state that the expert consents to this quotation or summarization.
(2) All written consents filed pursuant to this section shall be dated and signed manually. A list of the consents shall be filed with the application. Where the consent of the expert is contained in the expert's report, a reference shall be made in the list to the report containing the consent.
[ 1981 c 85 § 80.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.410 - Offering circular—Certain named persons—Filing of written consent required.

RCW 32.32.410
Offering circular—Certain named persons—Filing of written consent required.
If any person who has not signed an application is named in the offering circular as about to become a director, the written consent of this person shall be filed with the director in the form the director prescribes.
[ 1994 c 92 § 391; 1981 c 85 § 81.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.415 - Date of receipt—Date of filing.

RCW 32.32.415
Date of receipt—Date of filing.
The date on which any documents are actually received by the office of the director of financial institutions shall be the date of filing thereof.
[ 1994 c 92 § 392; 1981 c 85 § 82.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.420 - Availability for conferences in advance of filing of application—Refusal of prefiling review.

RCW 32.32.420
Availability for conferences in advance of filing of application—Refusal of prefiling review.
(1) The staff of the director shall be available for conferences with prospective applicants or their representatives in advance of filing an application to convert. These conferences may be held for the purpose of discussing generally the problems confronting an applicant in effecting conversion or to resolve specific problems of an unusual nature.
(2) Prefiling review of an application may be refused by the staff of the director if the review would delay the examination and processing of material which has already been filed or would favor certain applicants at the expense of others. In any conference under this section, the staff of the director shall not undertake to prepare material for filing but shall limit itself to indicating the kind of information required, leaving the actual drafting to the applicant and its representatives.
[ 1994 c 92 § 393; 1981 c 85 § 83.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.425 - Appeal from refusal to approve application.

RCW 32.32.425
Appeal from refusal to approve application.
From the director of financial institutions' refusal to approve an application for conversion, the applicant may, within thirty days from the date of the mailing by the director of financial institutions of notice of refusal to approve, appeal to a board of appeal composed of the governor or the governor's designee, the attorney general, and the director of financial institutions by filing in the office of the director of financial institutions a notice that it appeals to this board from the director of financial institutions' refusal. The procedure upon the appeal shall be such as the board may prescribe, and its determination shall be certified, filed, and recorded in the same manner as the director of financial institutions', and shall be final.
[ 1994 c 92 § 394; 1981 c 85 § 84.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.430 - Postconversion reports.

RCW 32.32.430
Postconversion reports.
The applicant shall file such postconversion reports concerning its conversion as the director may require.
[ 1994 c 92 § 395; 1981 c 85 § 85.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.435 - Definitions.

RCW 32.32.435
Definitions.
For purposes of RCW 32.32.440 through 32.32.475, the following definitions shall apply:
(1) The term "offer" includes every offer to buy or acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.
(2) The term "person" means an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, and any unincorporated organization or similar company.
(3) Without limitation on the generality of its meaning, the term "security" includes nontransferable subscription rights issued to a plan of conversion.
[ 1981 c 85 § 86.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.440 - Certain agreement to transfer and transfers of ownership in rights or securities prohibited.

RCW 32.32.440
Certain agreement to transfer and transfers of ownership in rights or securities prohibited.
Prior to completion of a conversion, no person may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of conversion subscription rights, or the underlying securities, to the account of another.
[ 1981 c 85 § 87.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.445 - Certain offers and announcements on securities prohibited.

RCW 32.32.445
Certain offers and announcements on securities prohibited.
Prior to completion of a conversion, no person may make any offer, or announcement of an offer or intent to make an offer, for any security of a converting savings bank issued or to be issued in connection with the conversion.
[ 1981 c 85 § 88.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.450 - Certain offers and acquisitions prohibited.

RCW 32.32.450
Certain offers and acquisitions prohibited.
No person for a period of three years following the date of the conversion may directly or indirectly offer to acquire or acquire the beneficial ownership of more than ten percent of any class of an equity security of any savings bank converted in accordance with this chapter without the prior written approval of the director of financial institutions.
[ 1994 c 92 § 396; 1981 c 85 § 89.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.455 - Nonapplicability of RCW 32.32.440 and 32.32.445.

RCW 32.32.455
Nonapplicability of RCW 32.32.440 and 32.32.445.
RCW 32.32.440 and 32.32.445 shall not apply to a transfer, agreement or understanding to transfer, offer, or announcement of an offer or intent to make an offer which (1) pertains only to securities to be purchased pursuant to RCW 32.32.060, 32.32.150, or 32.32.175; and (2) has prior written approval of the director.
[ 1994 c 92 § 397; 1981 c 85 § 90.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.460 - Nonapplicability of RCW 32.32.445 and 32.32.450.

RCW 32.32.460
Nonapplicability of RCW 32.32.445 and 32.32.450.
RCW 32.32.445 and 32.32.450 shall not apply to any offer with a view toward public resale made exclusively to the savings bank or underwriters or selling group acting on its behalf.
[ 1981 c 85 § 91.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.465 - Nonapplicability of RCW 32.32.450.

RCW 32.32.465
Nonapplicability of RCW 32.32.450.
Unless made applicable by the director by prior advice in writing, the prohibition contained in RCW 32.32.450 shall not apply to any offer or announcement of an offer which if consummated would result in acquisition by a person, together with all other acquisitions by the person of the same class of securities during the preceding twelve-month period, of not more than one percent of the same class of securities.
[ 1994 c 92 § 398; 1981 c 85 § 92.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.470 - Approval of certain applications prohibited.

RCW 32.32.470
Approval of certain applications prohibited.
The director shall not approve an application involving an offer for, an announcement thereof, or an acquisition of any security of a converted savings bank submitted under RCW 32.32.450 if the director finds that the offer frustrates the purposes of this chapter, is manipulative or deceptive, subverts the fairness of the conversion, is likely to result in injury to the savings bank, is not consistent with savings banking under Title 32 RCW, or is otherwise violative of law or regulation.
[ 1994 c 92 § 399; 1981 c 85 § 93.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.475 - Penalty for violations.

RCW 32.32.475
Penalty for violations.
For willful violation or assistance of such a violation of any provision of RCW 32.32.440 through 32.32.470, any person who (1) has any connection with the management of a converting or converted savings bank, including any director, officer, employee, attorney, or agent, or (2) controls more than ten percent of the outstanding shares of any class of equity security or voting rights thereto of a converting or converted savings bank shall be subject to a civil penalty of not more than five hundred dollars (which penalty shall be cumulative to any other remedies) for each day that the violation continues, which penalty the director may recover by suit or otherwise for the director's own use. The director in his or her discretion may, at any time before collection of the penalty (whether before or after the bringing of any action or other legal proceedings, the obtaining of any judgment or other recovery, or the issuance or levy of any execution or other legal process thereof), compromise or remit in whole or in part the penalty.
[ 1994 c 92 § 400; 1981 c 85 § 94.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.480 - Name of converted savings bank.

RCW 32.32.480
Name of converted savings bank.
A savings bank shall not be forbidden or required to change its corporate name as a result of its conversion pursuant to this chapter.
[ 1994 c 256 § 107; 1981 c 85 § 95.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.490 - Amendments to articles of incorporation.

RCW 32.32.490
Amendments to articles of incorporation.
(1) Amendments to the articles of incorporation of the converted savings bank shall be made only with the approvals of the director, of two-thirds of the directors of the savings bank, and of the holders of a majority of each class of the outstanding shares of capital stock or such greater percentage of these shares as may be specified in the articles of the converted savings bank.
(2) Unless the articles of incorporation provide otherwise, the board of directors of a savings bank may, by majority vote, amend the savings bank's articles of incorporation as provided in this section without shareholder action:
(a) If the savings bank 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;
(b) To delete the name and address of the initial directors;
(c) If the savings bank 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 savings bank's own shares, or solely to do so and to change the number of authorized shares in proportion thereto;
(d) To change the savings bank's name; or
(e) To make any other change expressly permitted by this title to be made without shareholder action.
[ 1994 c 256 § 109; 1994 c 92 § 402; 1985 c 56 § 28; 1981 c 85 § 97.]
NOTES:
Reviser's note: This section was amended by 1994 c 92 § 402 and by 1994 c 256 § 109, each without reference to the other. Both amendments are incorporated in the publication of this section pursuant to RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.497 - Conversions incident to acquisition by savings bank holding company or merger or consolidation with savings bank holding company subsidiary—Application of RCW 32.32.110 and 32.32.115.

RCW 32.32.497
Conversions incident to acquisition by savings bank holding company or merger or consolidation with savings bank holding company subsidiary—Application of RCW 32.32.110 and 32.32.115.
(1) In a conversion of an unconverted mutual savings bank that is in the process of acquisition by a savings bank holding company or in the process of merger or consolidation with a subsidiary of a savings bank holding company, the restrictions imposed by RCW 32.32.110 on resale of stock apply to shares of the holding company purchased on original issue by any director or officer of the converting savings bank that is in the process of acquisition, merger, or consolidation, and the restrictions imposed by this chapter apply to the ownership of capital stock in the holding company with the same force and effect as they would apply to the ownership of capital stock of the unconverted mutual savings bank if shares of this savings bank were offered to depositors or the public pursuant to this chapter.
(2) The tender of shares by directors and officers of a converted savings bank in exchange for shares of another converted savings bank, or for shares of a holding company, do not constitute a sale for purposes of RCW 32.32.110. However, the restrictions of RCW 32.32.110 and 32.32.115 apply to the resale of the shares they receive in such an exchange with the same force and effect as to the shares of the converted savings bank they purchased on original issue for a period of three years following the date of such purchase on original issue.
[ 1985 c 56 § 30.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.500 - Merger, consolidation, conversion, etc.—Approval—Concentration limits.

RCW 32.32.500
Merger, consolidation, conversion, etc.—Approval—Concentration limits.
(1) A savings bank may merge with, consolidate with, convert into, acquire a branch or branches of, or sell its branch or branches to any depository institution as defined in 12 U.S.C. Sec. 461, any financial institution chartered or authorized to do business under the laws of any state, territory, province, or other jurisdiction of the United States or another nation, or any holding company or subsidiary of such an institution, subject to the approval of (a) the director of financial institutions if the surviving institution is one chartered under Title *30, 31, 32, or 33 RCW, or (b) if the surviving institution is to be a bank, savings bank, savings and loan association, or other depository institution that is federally chartered under the laws of the United States, the federal regulatory authority having jurisdiction over the transaction under the applicable laws, or (c) if the surviving institution is to be a bank, savings bank, savings and loan association, or other depository or financial institution that is chartered under the laws of another state or territory of the United States, the regulatory authority having jurisdiction over that transaction under the applicable laws, or (d) if the surviving institution is to be a bank, savings bank, savings and loan association, or other depository or financial institution that is chartered under the laws of a nation other than the United States or of a state, territory, province, or other jurisdiction of such nation, the director of financial institutions, or (e) if the surviving institution is to be a bank holding company or financial holding company, the Federal Reserve Board or its successor under 12 U.S.C. Sec. 1842 (a) and (d).
(2) In the case of a liquidation, acquisition, merger, consolidation, or conversion of a converted savings bank, chapter 32.34 RCW shall apply.
(3) The concentration limits applicable to these transactions, pursuant to 12 U.S.C. Sec. 1831u(b)(2)(C) with respect to interstate transactions, shall be those imposed pursuant to 12 U.S.C. Sec. 1828(c)(5), as applied by the federal regulatory authority having jurisdiction over that transaction under the applicable law, in lieu of the concentration limits of 12 U.S.C. Sec. 1831u(b)(2)(B).
[ 2003 c 24 § 9; 1999 c 14 § 30; 1996 c 2 § 28. Prior: 1994 c 256 § 111; 1994 c 92 § 404; 1985 c 56 § 31; 1981 c 85 § 99.]
NOTES:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.505 - Intent—References in the Revised Code of Washington.

RCW 32.32.505
Intent—References in the Revised Code of Washington.
(1) It is the intention of the legislature to grant, by this chapter, authority to permit conversions by mutual savings banks to capital stock form, and the rights, powers, restrictions, limitations, and requirements of Title 32 RCW shall apply to a converted mutual savings bank except that, in the event of conflict between the provisions of this chapter and other provisions of Title 32 RCW, the other provisions shall be construed in favor of the accomplishment of the purposes of this chapter.
(2) References in the Revised Code of Washington as of the most recent effective date of any amendment, to mutual savings banks shall refer also to stock savings banks. References in the Revised Code of Washington to the board of trustees of a mutual savings bank shall refer also to the board of directors of a stock savings bank. The provisions of *Title 30 RCW shall not apply to a converted savings bank except insofar as the provisions would apply to a mutual savings bank.
[ 1994 c 256 § 112; 1985 c 56 § 32; 1981 c 85 § 100.]
NOTES:
*Reviser's note: Title 30 RCW was recodified and/or repealed pursuant to 2014 c 37, effective January 5, 2015.
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.515 - Guaranty fund.

RCW 32.32.515
Guaranty fund.
The guaranty fund of a mutual savings bank converted under this chapter shall become surplus of the converted savings bank, but shall not be available after conversion for purposes other than those purposes for which a guaranty fund may be used by a mutual savings bank under Title 32 RCW. No contribution need be made to the guaranty fund by the converted savings bank after conversion. When any provision of any other chapter of this title refers to the amount of the guaranty fund for the purpose of determining the extent of the authority of a savings bank, and not for purposes of prescribing the use of funds in or contributions to the guaranty fund, such provision shall be deemed to refer to an amount including capital surplus and paid-in capital of a stock savings bank.
[ 1994 c 256 § 113; 1981 c 85 § 102.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.520 - "Funds" defined.

RCW 32.32.520
"Funds" defined.
The "funds" of a converted savings bank, as the term is used in Title 32 RCW, shall mean deposits, sums credited to the liquidation account, capital stock, the principal balance of any outstanding capital notes, capital debentures, borrowings, undivided profits and income derived from the foregoing or the proceeds of the foregoing as listed in this section.
[ 1999 c 14 § 31; 1981 c 85 § 103.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.525 - Prohibition on certain securities and purchases—Exception.

RCW 32.32.525
Prohibition on certain securities and purchases—Exception.
After July 26, 1981, no converted savings bank may make any loan or discount on the security of its own capital stock, nor be the purchaser or holder of any such shares, unless the security or purchase is 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. The prohibitions of this section do not apply to a purchase of shares approved by the director pursuant to RCW 32.32.210.
[ 1994 c 92 § 405; 1983 c 44 § 4; 1981 c 85 § 104.]