reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.570 - Reorganization as subsidiary of bank holding company—Approval of director—Certificate of reorganization—Exchange of shares.

RCW 30A.04.570
Reorganization as subsidiary of bank holding company—Approval of director—Certificate of reorganization—Exchange of shares.
The reorganization and exchange authorized by RCW 30A.04.550 through 30A.04.570 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 30A.04.560 and 30A.04.565.
[ 2014 c 37 § 148; 1994 c 92 § 39; 1982 c 196 § 5. Formerly RCW 30.04.570.]
NOTES:
Severability—1982 c 196: See note following RCW 30A.04.550.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.575 - Public hearing prior to approval of reorganization—Request.

RCW 30A.04.575
Public hearing prior to approval of reorganization—Request.
Prior to the approval of the reorganization, the director, upon request of the board of directors of the bank, or not less than ten percent of its shareholders, shall hold a public hearing at which bank shareholders and other interested parties may appear. Notice of the public hearing shall be sent to each shareholder by prepaid first-class mail.
The approval of the reorganization by the director shall be conditioned on a finding that the terms of the reorganization are fair to the shareholders and other interested parties.
[ 1994 c 256 § 40; 1994 c 92 § 40; 1986 c 279 § 44. Formerly RCW 30.04.575.]
NOTES:
Reviser's note: This section was amended by 1994 c 92 § 40 and by 1994 c 256 § 40, 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 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.600 - Shareholders—Actions authorized without meetings—Written consent.

RCW 30A.04.600
Shareholders—Actions authorized without meetings—Written consent.
Any action required by this title to be taken at a meeting of the shareholders of a corporation, or any action that may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the shareholders entitled to vote with respect to the subject matter thereof.
The consent shall have 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.
[ 1986 c 279 § 46. Formerly RCW 30.04.600.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.605 - Directors, committees—Actions authorized without meetings—Written consent.

RCW 30A.04.605
Directors, committees—Actions authorized without meetings—Written consent.
Unless otherwise provided by the articles of incorporation or bylaws, any action required by this title to be taken at a meeting of the directors of a bank or trust company, or any action which may be taken at any meeting of the directors or of a committee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote.
[ 1986 c 279 § 47. Formerly RCW 30.04.605.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.610 - Directors, committees—Meetings authorized by conference telephone or similar communications equipment.

RCW 30A.04.610
Directors, committees—Meetings authorized by conference telephone or similar communications equipment.
Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board of directors may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence, in person, at a meeting.
[ 1986 c 279 § 48. Formerly RCW 30.04.610.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.650 - Automated teller machines and night depositories security.

RCW 30A.04.650
Automated teller machines and night depositories security.
Chapter 19.174 RCW applies to automated teller machines and night depositories regulated under this title.
[ 1993 c 324 § 10. Formerly RCW 30.04.650.]
NOTES:
Effective date—1993 c 324: See RCW 19.174.900.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.04 - General Provisions. › 30A.04.902 - Effective date—2014 c 37.

RCW 30A.04.902
Effective date—2014 c 37.
This act takes effect January 5, 2015. The director of financial institutions may immediately take such steps as are necessary to ensure that this act is implemented on its effective date.
[ 2014 c 37 § 5.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.010 - Incorporators—Paid-in capital stock, surplus, and undivided profits—Requirements.

RCW 30A.08.010
Incorporators—Paid-in capital stock, surplus, and undivided profits—Requirements.
When authorized by the director, as hereinafter provided, one or more natural persons, citizens of the United States, may incorporate a bank in the manner herein prescribed. No bank 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, and other factors deemed pertinent by the director. Each bank 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.
[ 2014 c 37 § 150. Prior: 1994 c 256 § 41; 1994 c 92 § 42; 1986 c 279 § 17; 1973 1st ex.s. c 104 § 3; 1969 c 136 § 3; 1955 c 33 § 30.08.010; prior: 1947 c 131 § 1; 1929 c 72 § 4; 1923 c 115 § 2; 1917 c 80 § 19; Rem. Supp. 1947 § 3226. Formerly RCW 30.08.010.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.020 - Notice of intention to organize—Proposed articles of incorporation—Contents.

RCW 30A.08.020
Notice of intention to organize—Proposed articles of incorporation—Contents.
Persons desiring to incorporate a bank shall file with the director a notice of their intention to organize a bank 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.
(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.
(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.
[ 2014 c 37 § 151; 1999 c 14 § 11; 1995 c 134 § 3. Prior: 1994 c 256 § 42; 1994 c 92 § 43; 1986 c 279 § 18; 1981 c 73 § 1; 1973 1st ex.s. c 104 § 4; 1959 c 118 § 1; 1957 c 248 § 1; 1955 c 33 § 30.08.020; prior: (i) 1923 c 115 § 3; 1917 c 80 § 20; RRS § 3227. (ii) 1929 c 174 § 1; 1923 c 115 § 4; 1917 c 80 § 21; RRS § 3228. Formerly RCW 30.08.020.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Effective date—1981 c 73: "This act is necessary for the immediate preservation of the public peace, health, and safety, the support of the state government and its existing public institutions, and shall take effect July 1, 1981." [ 1981 c 73 § 3.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.030 - Investigation.

RCW 30A.08.030
Investigation.
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 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 is being formed for other than the legitimate objects covered by this title.
[ 2014 c 37 § 153; 1994 c 92 § 44; 1973 1st ex.s. c 104 § 5; 1955 c 33 § 30.08.030. Prior: 1929 c 72 § 3, part; 1923 c 115 § 5, part; 1917 c 80 § 22, part; RRS § 3229, part. Formerly RCW 30.08.030.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.040 - Notice to file articles—Articles approved or refused—Hearing.

RCW 30A.08.040
Notice to file articles—Articles approved or refused—Hearing.
After the director is satisfied of the above facts, and, within six months of the date the notice of intention to organize has been received in his or her office, the director shall notify the incorporators to file executed articles of incorporation with the director in triplicate. Unless the director otherwise consents in writing, such articles shall be in the same form and shall contain the same information as the proposed articles and shall be filed with the director within ten days of such notice. Within thirty days after the receipt of such articles of incorporation, the director shall endorse upon each of the triplicates thereof, over his or her official signature, the word "approved," or the word "refused," with the date of such endorsement. In case of refusal the director shall forthwith return one of the triplicates, so endorsed, together with a statement explaining the reason for refusal to the person from whom the articles were received, which refusal shall be conclusive, unless the incorporators, within ten days of the issuance of such notice of refusal, shall request a hearing pursuant to the Administrative Procedure Act, chapter 34.05 RCW, as now or hereafter amended.
[ 1995 c 134 § 4. Prior: 1994 c 256 § 43; 1994 c 92 § 45; 1981 c 302 § 15; 1973 1st ex.s. c 104 § 6; 1955 c 33 § 30.08.040; prior: 1929 c 72 § 3, part; 1923 c 115 § 5, part; 1917 c 80 § 22, part; RRS § 3229, part. Formerly RCW 30.08.040.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.050 - Approved articles to be filed and recorded—Organization complete.

RCW 30A.08.050
Approved articles to be filed and recorded—Organization complete.
In case of approval the director shall forthwith give notice thereof to the proposed incorporators and file one of the triplicate articles of incorporation in his or her own office, and shall transmit another triplicate to the secretary of state, and the last to the incorporators. Upon receipt from the proposed incorporators of the same fees as are required for filing and recording other articles of incorporation the secretary of state shall file such articles and record the same. Upon the filing of articles of incorporation approved as aforesaid by the director, with the secretary of state, all persons named therein and their successors shall become and be a corporation, which shall have the powers and be subject to the duties and obligations prescribed by this title, and whose existence shall continue from the date of the filing of such articles until terminated pursuant to law; but such corporation shall not transact any business except as is necessarily preliminary to its organization until it has received a certificate of authority as provided herein.
[ 1994 c 92 § 46; 1986 c 279 § 19; 1981 c 302 § 16; 1957 c 248 § 2; 1955 c 33 § 30.08.050. Prior: 1929 c 72 § 3, part; 1923 c 115 § 5, part; 1917 c 80 § 22, part; RRS § 3229, part. Formerly RCW 30.08.050.]
NOTES:
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.055 - Amending articles—Filing with director—Contents.

RCW 30A.08.055
Amending articles—Filing with director—Contents.
A bank amending its articles of incorporation shall deliver articles of amendment to the director for filing as required for articles of incorporation. The articles of amendment shall set forth:
(1) The name of the bank;
(2) The text of each amendment adopted;
(3) The date of each amendment's adoption;
(4) If the amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required; and
(5) If shareholder action was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of RCW 30A.08.090.
[ 2014 c 37 § 154; 1994 c 256 § 53. Formerly RCW 30.08.055.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.060 - Certificate of authority—Issuance—Contents.

RCW 30A.08.060
Certificate of authority—Issuance—Contents.
Before any bank 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: PROVIDED, HOWEVER, That the director may make his or her issuance of the certificate to a bank authorized to accept deposits, conditional upon the granting of deposit insurance by the federal deposit insurance corporation, and in such event, shall set out such condition in a written notice which shall be delivered to the corporation.
One of the triplicate certificates shall be transmitted by the director to the corporation and one of the other two shall be filed by the director in the office of the secretary of state and shall be attached to the articles of incorporation: 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.
[ 2014 c 37 § 155; 1994 c 92 § 47; 1986 c 279 § 20; 1981 c 302 § 17; 1973 1st ex.s. c 104 § 7; 1955 c 33 § 30.08.060. Prior: 1929 c 72 § 3, part; 1923 c 115 § 5, part; 1917 c 80 § 22, part; RRS § 3229, part. Formerly RCW 30.08.060.]
NOTES:
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.070 - Failure to commence business—Effect—Extension of time.

RCW 30A.08.070
Failure to commence business—Effect—Extension of time.
Every corporation heretofore or hereafter authorized by the laws of this state to do business as a bank, which corporation shall have failed to organize and commence business within six months after certificate of authority to commence business has been issued by the director, shall forfeit its rights and privileges as such corporation, which fact the director shall certify to the secretary of state, and such certificate of forfeiture shall be filed and recorded in the office of the secretary of state in the same manner as the certificate of authority: 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.
[ 2014 c 37 § 156; 1994 c 92 § 48; 1986 c 279 § 21; 1981 c 302 § 18; 1955 c 33 § 30.08.070. Prior: 1931 c 9 § 1; RRS § 3229-1; 1915 c 175 § 41; RRS § 3370. Formerly RCW 30.08.070.]
NOTES:
Severability—1981 c 302: See note following RCW 19.76.100.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.080 - Extension of existence—Application—Investigation—Certificate—Appeal—Winding up for failure to continue existence.

RCW 30A.08.080
Extension of existence—Application—Investigation—Certificate—Appeal—Winding up for failure to continue existence.
At any time not less than one year prior to the expiration of the time of the existence of any bank, it may by written application to the director, signed and verified by a majority of its directors and approved in writing by the owners of not less than two-thirds of its capital stock, apply to the director for leave to file amended articles of incorporation, extending its time of existence. Prior to acting upon such application, the director shall make such investigation of the applicant as he or she deems necessary. If the director determines that the applicant is in sound condition, that it is conducting its business in a safe manner and in compliance with law and that no reason exists why it should not be permitted to continue, he or she shall issue to the applicant a certificate authorizing it to file amended articles of incorporation extending the time of its existence until such time as it be dissolved by the act of its shareholders owning not less than two-thirds of its stock, or until its certificate of authority becomes revoked or forfeited by reason of violation of law, or until its affairs be taken over by the director for legal cause and finally wound up by him or her. Otherwise the director shall notify the applicant that he or she refuses to grant such certificate. The applicant may appeal from such refusal in the same manner as in the case of a refusal to grant an original certificate of authority. Otherwise the determination of the director shall be conclusive.
Upon receiving a certificate, as hereinabove provided, the applicant may file amended articles of incorporation, extending the time of its existence for the term authorized, to which shall be attached a copy of the certificate of the director. Such articles shall be filed in the same manner and upon payment of the same fees as for original articles of incorporation.
Should any bank 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.
[ 2014 c 37 § 157; 1999 c 14 § 12; 1994 c 92 § 49; 1961 c 280 § 1; 1955 c 33 § 30.08.080. Prior: 1943 c 148 § 1; 1917 c 80 § 27; Rem. Supp. 1943 § 3234. Formerly RCW 30.08.080]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.081 - Shares—Certificates not required.

RCW 30A.08.081
Shares—Certificates not required.
(1) Shares of a bank may, but need not be, represented by certificates. Unless this title expressly provides otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. At a minimum, each share certificate must state the information required to be stated and must be signed as provided in RCW 23B.06.250 and/or 23B.06.270 for corporations.
(2) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a bank may authorize the issue of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the bank.
(3) Within a reasonable time after the issue or transfer of shares without certificates, the bank shall send the shareholder a written statement of the information required to be stated on certificates under subsection (1) of this section.
[ 2014 c 37 § 158; 1994 c 256 § 52. Formerly RCW 30.08.081.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.082 - Authority to issue preferred or special classes of stock.

RCW 30A.08.082
Authority to issue preferred or special classes of stock.
(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 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 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 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 over any other class or classes of shares upon the voluntary or involuntary liquidation of the bank;
(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.
[ 2014 c 37 § 159. Prior: 1994 c 256 § 44; 1994 c 92 § 50; 1986 c 279 § 22; 1981 c 89 § 4. Formerly RCW 30.08.082.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1981 c 89: See note following RCW 30A.04.180.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.083 - Authority to divide classes into series—Rights and preferences—Filing of statement.

RCW 30A.08.083
Authority to divide classes into series—Rights and preferences—Filing of statement.
(1) If the articles of incorporation shall expressly vest authority in the board of directors, then, to the extent that the articles of incorporation shall not have established series, and fixed and determined the variations in the relative rights and preferences as between series, the board of directors have authority to divide any or all of the classes into series and, within the limitation set forth in this section and in the articles of incorporation, fix and determine the relative rights and preferences of the shares of any series so established.
(2) In order for the board of directors to establish a series, where authority to do so is contained in the articles of incorporation, the board of directors shall adopt a resolution setting forth the designation of the series and fixing and determining the relative rights and preferences thereof, or so much thereof as is not fixed and determined by the articles of incorporation.
(3) Prior to the issue of any shares of a series established by resolution adopted by the board of directors, the corporation shall file and execute in the manner provided in this section a statement setting forth:
(a) The name of the bank;
(b) A copy of the resolution establishing and designating the series, and fixing and determining the relative rights and preferences thereof;
(c) The date of adoption of such resolution; and
(d) That the resolution was duly adopted by the board of directors.
(4) The statement shall be executed in triplicate by the bank by one of its officers and shall be delivered to the director. If the director finds that the statement conforms to law, the director shall, when all fees have been paid as provided in this title:
(a) Endorse on each of the triplicate originals the word "Filed," and the effective date of the filing thereof;
(b) File two of the originals; and
(c) Return the other original to the bank or its representative.
(5) Upon the filing of the statement by the director with the secretary of state, the resolution establishing and designating the series and fixing and determining the relative rights and preferences thereof shall become effective and shall constitute an amendment of the articles of incorporation.
[ 1994 c 92 § 51; 1986 c 279 § 23. Formerly RCW 30.08.083.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.084 - Rights of holders of preferred or special classes of stock—Preference in dividends and liquidation.

RCW 30A.08.084
Rights of holders of preferred or special classes of stock—Preference in dividends and liquidation.
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 for such stock as may be provided by the articles of incorporation or by the board of directors of the bank 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 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.
[ 2014 c 37 § 160; 1994 c 92 § 52; 1986 c 279 § 24; 1981 c 89 § 5. Formerly RCW 30.08.084.]
NOTES:
Severability—1981 c 89: See note following RCW 30A.04.180.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.086 - Determination of capital impairment when capital consists of preferred stock.

RCW 30A.08.086
Determination of capital impairment when capital consists of preferred stock.
If any part of the capital of a bank 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.
[ 2014 c 37 § 161; 1986 c 279 § 25; 1981 c 89 § 6. Formerly RCW 30.08.086.]
NOTES:
Severability—1981 c 89: See note following RCW 30A.04.180.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.087 - Authorized but unissued shares of capital stock—Issuance—Consideration.

RCW 30A.08.087
Authorized but unissued shares of capital stock—Issuance—Consideration.
Any bank 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.
[ 2014 c 37 § 162; 1994 c 256 § 45; 1986 c 279 § 26; 1979 c 106 § 1; 1965 c 140 § 1. Formerly RCW 30.08.087.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.088 - Authorized but unissued shares of capital stock—When shares become part of capital stock.

RCW 30A.08.088
Authorized but unissued shares of capital stock—When shares become part of capital stock.
The authorized but unissued shares shall not become a part of the capital stock until they have been issued and paid for.
[ 1994 c 256 § 46; 1994 c 92 § 53; 1986 c 279 § 27; 1979 c 106 § 2; 1965 c 140 § 2. Formerly RCW 30.08.088.]
NOTES:
Reviser's note: This section was amended by 1994 c 92 § 53 and by 1994 c 256 § 46, 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 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.090 - Amendment of articles—Procedure.

RCW 30A.08.090
Amendment of articles—Procedure.
Unless the articles of incorporation provide otherwise, the board of directors of a bank may, by majority vote, amend the bank's articles of incorporation without shareholder action as follows:
(1) If the 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;
(2) To delete the name and address of the initial directors;
(3) If the 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 bank'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 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 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 bylaws. No amendment shall be made whereby a bank becomes a trust company unless such bank first receives permission from the director.
[ 2014 c 37 § 163. Prior: 1994 c 256 § 47; 1994 c 92 § 54; 1987 c 420 § 3; 1986 c 279 § 28; 1965 c 140 § 3; 1955 c 33 § 30.08.090; prior: 1923 c 115 § 7; 1917 c 80 § 26; RRS § 3233. Formerly RCW 30.08.090.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.092 - Increase or decrease of capital stock authorized.

RCW 30A.08.092
Increase or decrease of capital stock authorized.
A bank 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.
[ 2014 c 37 § 164. Prior: 1994 c 256 § 48; 1994 c 92 § 55; 1987 c 420 § 4. Formerly RCW 30.08.092.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.150 - Banks engaged in trust business.

RCW 30A.08.150
Banks engaged in trust business.
(1) Upon the issuance of a certificate of authority to a bank, the persons named in the articles of incorporation and their successors shall have the power to engage in trust business and other business the same as a state trust company as set forth in *RCW 30B.08.080(1) (b) through (q).
(2) Notwithstanding the powers of a trust business set forth in *RCW 30B.08.080(1) (b) through (k) and as the director may designate by rule pursuant to *RCW 30B.08.080(1)(q), 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.
[ 2014 c 37 § 167; 2011 c 336 § 746; 1973 1st ex.s. c 154 § 48; 1955 c 33 § 30.08.150. Prior: 1929 c 72 § 4, part; 1923 c 115 § 6, part; 1921 c 94 § 1, part; 1917 c 80 § 24, part; RRS § 3231, part. Formerly RCW 30.08.150.]
NOTES:
*Reviser's note: RCW 30B.08.080 was amended by 2019 c 389 § 10, changing subsection (1)(a) through (q) to subsection (1)(a) through (d).
Severability—1973 1st ex.s. c 154: See note following RCW 2.12.030.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.180 - Reports of resources and liabilities.

RCW 30A.08.180
Reports of resources and liabilities.
Every bank 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.
[ 2014 c 37 § 168; 1995 c 344 § 3; 1994 c 92 § 60; 1955 c 33 § 30.08.180. Prior: 1919 c 209 § 4; 1917 c 80 § 5; RRS § 3212. Formerly RCW 30.08.180.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.08 - Organization and Powers. › 30A.08.190 - Time of filing—Availability—Penalty.

RCW 30A.08.190
Time of filing—Availability—Penalty.
(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 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.
[ 2014 c 37 § 169. Prior: 1995 c 344 § 4; 1995 c 134 § 6; prior: 1994 c 256 § 51; 1994 c 92 § 61; 1977 c 38 § 1; 1955 c 33 § 30.08.190; prior: 1917 c 80 § 6; RRS § 3213. Formerly RCW 30.08.190.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.12 - Officers, Employees, and Stockholders. › 30A.12.010 - Directors—Election—Meetings—Oath—Vacancies.

RCW 30A.12.010
Directors—Election—Meetings—Oath—Vacancies.
Every bank 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 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.
[ 2014 c 37 § 170. Prior: 1994 c 256 § 54; 1994 c 92 § 62; 1987 c 420 § 1; 1986 c 279 § 30; 1982 c 196 § 8; 1981 c 89 § 3; 1975 c 35 § 1; 1969 c 136 § 8; 1957 c 190 § 1; 1955 c 33 § 30.12.010; prior: 1947 c 129 § 1; 1917 c 80 § 30; Rem. Supp. 1947 § 3237. Formerly RCW 30.12.010.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Severability—1982 c 196: See note following RCW 30A.04.550.
Severability—1981 c 89: See note following RCW 30A.04.180.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.12 - Officers, Employees, and Stockholders. › 30A.12.020 - Meetings, where held—Corporate records.

RCW 30A.12.020
Meetings, where held—Corporate records.
All meetings of the stockholders of any bank, 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 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.
[ 2014 c 37 § 171; 1994 c 256 § 55; 1986 c 279 § 31; 1969 c 136 § 9; 1955 c 33 § 30.12.020. Prior: 1927 c 179 § 1; 1917 c 80 § 31; RRS § 3238. Formerly RCW 30.12.020.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.12 - Officers, Employees, and Stockholders. › 30A.12.025 - Rights of shareholder to examine and make extracts of records—Penalty—Financial statements.

RCW 30A.12.025
Rights of shareholder to examine and make extracts of records—Penalty—Financial statements.
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, 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 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 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 any other bank; (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 any other bank; 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.
Upon the written request of any shareholder of a bank, the bank 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.
[ 2014 c 37 § 172; 1986 c 279 § 32. Formerly RCW 30.12.025.]
2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.12 - Officers, Employees, and Stockholders. › 30A.12.030 - Fidelity bonds—Casualty insurance.

RCW 30A.12.030
Fidelity bonds—Casualty insurance.
(1) Except as otherwise permitted by the director under specified terms and conditions, the board of directors of each bank 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, 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.
(2) The said directors shall also direct and require suitable insurance protection to the bank against burglary, robbery, theft and other similar insurance hazards to which the bank 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.
[ 2014 c 37 § 173; 1994 c 92 § 63; 1986 c 279 § 33; 1955 c 33 § 30.12.030. Prior: 1947 c 132 § 1; 1927 c 224 § 1; 1917 c 80 § 32; Rem. Supp. 1947 § 3239. Formerly RCW 30.12.030.]