2023 Revised Code of Washington › Title 30A - Washington Commercial Bank Act › Chapter 30A.49 - Merger, Consolidation, and Conversion. › 30A.49.040 - Merger to resulting state bank—Exception—Agreement, contents, approval, amendment.

RCW 30A.49.040
Merger to resulting state bank—Exception—Agreement, contents, approval, amendment.
This section is applicable where there is to be a resulting state bank, except in the case of reorganization and exchange as authorized by this title.
(1) The board of directors of each merging state bank shall, by a majority of the entire board, approve a merger agreement which shall contain:
(a) The name of each merging state or national bank and location of each office;
(b) With respect to the resulting state bank, (i) the name and location of the principal and other offices; (ii) the name and mailing address of each director to serve until the next annual meeting of the stockholders; (iii) the name and mailing address of each officer; (iv) the amount of capital, the number of shares and the par value, if any, of each share; and (v) the amendments to its charters and bylaws;
(c) Provisions governing the exchange of shares of the merging state or national banks for such consideration as has been agreed to in the merger agreement;
(d) A statement that the agreement is subject to approval by the director and the stockholders of each merging state or national bank;
(e) Provisions governing the manner of disposing of the shares of the resulting state bank if such shares are to be issued in the transaction and are not taken by dissenting shareholders of merging state or national banks;
(f) Such other provisions as the director requires to discharge his or her duties with respect to the merger;
(2) After approval by the board of directors of each merging state bank, the merger agreement shall be submitted to the director for approval, together with certified copies of the authorizing resolutions of each board of directors showing approval by a majority of the entire board and evidence of proper action by the board of directors of any merging national bank;
(3) Within sixty days after receipt by the director of the papers specified in subsection (2) of this section, the director shall approve or disapprove of the merger agreement, and if no action is taken, the agreement shall be deemed approved. The director shall approve the agreement if it appears that:
(a) The resulting state bank meets the requirements of state law as to the formation of a new state bank;
(b) The agreement provides an adequate capital structure including surplus in relation to the deposit liabilities of the resulting state bank and its other activities which are to continue or are to be undertaken;
(c) The agreement is fair;
(d) The merger is not contrary to the public interest.
If the director disapproves an agreement, he or she shall state his or her objections and give an opportunity to the merging state or national banks to amend the merger agreement to obviate such objections.
[ 1994 c 92 § 143; 1986 c 279 § 49; 1982 c 196 § 9; 1955 c 33 § 30.49.040. Prior: 1953 c 234 § 4. Formerly RCW 30.49.040.]
NOTES:
Severability—1982 c 196: See note following RCW 30A.04.550.
Reorganization as subsidiary of bank holding company: RCW 30A.04.550 through 30A.04.570.