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. › 32.32.035 - Requirements of plan of conversion.

RCW 32.32.035
Requirements of plan of conversion.
The plan of conversion shall contain all of the provisions set forth in RCW 32.32.040 through 32.32.125.
[ 1981 c 85 § 6.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.040 - Issuance of capital stock—Price.

RCW 32.32.040
Issuance of capital stock—Price.
A converted savings bank or a holding company organized pursuant to chapter 32.34 RCW shall issue and sell capital stock at a total price equal to the estimated pro forma market value of the stock issued in connection with the conversion, based on an independent valuation, as provided in RCW 32.32.305. In the conversion of a mutual savings bank or holding company, either of which is in the process of merging with, being acquired by, or consolidating with a stock savings bank, or a savings bank holding company owned by stockholders, or a subsidiary thereof, the following subsections apply:
(1) The price per share of the shares offered for subscription and issued in the conversion shall be not less than the price reported for stock which is listed on a national or regional stock exchange, or the bid price for stock which is traded on the NASDAQ system, as of the day before any public offering or other completion of the sale of stock in the conversion: PROVIDED, That for stock not so listed and not traded on the NASDAQ system, and any stock whose price has been affected, as of the day specified above, by a violation of RCW 32.32.225, the price per share shall be determined by the director, upon the submission of such information as the director may request.
(2) The independent valuation as provided in RCW 32.32.305 shall determine the aggregate value of shares for which subscription rights are granted pursuant to RCW 32.32.045, 32.32.050, and 32.32.055, rather than a price per share or number of shares as provided in RCW 32.32.290, 32.32.325, and 32.32.330. This independent valuation may be replaced by a demonstration, to the satisfaction of the director, of the fairness of the price of the shares issued.
[ 1994 c 92 § 354; 1985 c 56 § 17; 1981 c 85 § 7.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.042 - Shares—Certificate not required.

RCW 32.32.042
Shares—Certificate not required.
(1) Shares of a savings 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 savings 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 savings bank.
(3) Within a reasonable time after the issue or transfer of shares without certificates, the savings bank shall send the shareholder a written statement of the information required to be stated on certificates under subsection (1) of this section.
[ 1994 c 256 § 114.]
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. › 32.32.045 - Stock purchase subscription rights—Eligible account holders.

RCW 32.32.045
Stock purchase subscription rights—Eligible account holders.
Each eligible account holder shall receive, without payment, nontransferable subscription rights to purchase capital stock in an amount equal to the greatest of two hundred shares, one-tenth of one percent of the total offering of shares, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of capital stock to be issued by a fraction of which the numerator is the amount of the qualifying deposit of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders in the converting savings bank. If the allotment made in this section results in an oversubscription, shares shall be allocated among subscribing eligible account holders so as to permit each such account holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation equal to one hundred shares. Any shares not so allocated shall be allocated among the subscribing eligible account holders on such equitable basis, related to the amounts of their respective qualifying deposits, as may be provided in the plan of conversion.
[ 2011 c 336 § 756; 1981 c 85 § 8.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.050 - Stock purchase subscription rights received by officers, directors, and their associates—Subordination.

RCW 32.32.050
Stock purchase subscription rights received by officers, directors, and their associates—Subordination.
Nontransferable subscription rights to purchase capital stock received by officers and directors and their associates of the converting savings bank based on their increased deposits in the converting savings bank in the one-year period preceding the eligibility record date shall be subordinated to all other subscriptions involving the exercise of nontransferable subscription rights to purchase shares pursuant to RCW 32.32.045.
[ 1981 c 85 § 9.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.055 - Supplemental share purchase subscription rights—Supplemental eligible account holder—Conditions.

RCW 32.32.055
Supplemental share purchase subscription rights—Supplemental eligible account holder—Conditions.
In plans involving an eligibility record date that is more than fifteen months prior to the date of the latest amendment to the application for conversion filed prior to the director approval, a supplemental eligibility record date shall be determined whereby each supplemental eligible account holder of the converting savings bank shall receive, without payment, nontransferable subscription rights to purchase supplemental shares in an amount equal to the greatest of two hundred shares, one-tenth of one percent of the total offering of shares, or fifteen times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of capital stock to be issued by a fraction of which the numerator is the amount of the qualifying deposit of the supplemental eligible account holder and the denominator is the total amount of the qualifying deposits of all supplemental eligible account holders in the converting savings bank on the supplemental eligibility record date.
(1) Subscription rights received pursuant to this section shall be subordinated to all rights received by eligible account holders to purchase shares pursuant to RCW 32.32.045 and 32.32.050.
(2) Any nontransferable subscription rights to purchase shares received by an eligible account holder in accordance with RCW 32.32.045 shall be applied in partial satisfaction of the subscription rights to be distributed pursuant to this section.
(3) In the event of an oversubscription for supplemental shares pursuant to this section, shares shall be allocated among the subscribing supplemental eligible account holders as follows:
(a) Shares shall be allocated among subscribing supplemental eligible account holders so as to permit each such supplemental account holder, to the extent possible, to purchase a number of shares sufficient to make the supplemental account holder's total allocation (including the number of shares, if any, allocated in accordance with RCW 32.32.045) equal to one hundred shares.
(b) Any shares not allocated in accordance with subsection (3)(a) of this section shall be allocated among the subscribing supplemental eligible account holders on such equitable basis, related to the amounts of their respective qualifying deposits, as may be provided in the plan of conversion.
[ 1994 c 92 § 355; 1981 c 85 § 10.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.060 - Sale of shares not sold in subscription offering—Methods—Conditions.

RCW 32.32.060
Sale of shares not sold in subscription offering—Methods—Conditions.
Any shares of the converting savings bank not sold in the subscription offering shall either be sold in a public offering through an underwriter or directly by the converting savings bank in a direct community marketing, subject to the applicant demonstrating to the director the feasibility of the method of sale and to such conditions as may be provided in the plan of conversion. The conditions shall include, but not be limited to:
(1) A condition limiting purchases by each officer and director or their associates in this phase of the offering to one-tenth of one percent of the total offering of shares.
(2) A condition limiting purchases by any person and that person's associates in this phase of the offering to a number of shares or a percentage of the total offering so long as the limitation does not exceed two percent of the shares to be sold in the total offering.
(3) A condition that any direct community offering by the converting savings bank shall give a preference to natural persons residing in the counties in which the savings bank has an office. The methods by which preference shall be given shall be approved by the director.
[ 1994 c 92 § 356; 1981 c 85 § 11.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.065 - Limitation on subscription and purchase of shares by person with associate or group—Amount.

RCW 32.32.065
Limitation on subscription and purchase of shares by person with associate or group—Amount.
The number of shares which any person together with any associate or group of persons acting in concert may subscribe for or purchase in the conversion shall not exceed five percent of the total offering of shares. For purposes of this section, the members of the converting savings bank's board of directors shall not be deemed to be associates or a group acting in concert solely as a result of their board membership.
[ 1981 c 85 § 12.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.070 - Limitation on purchase of shares by officers, directors, and their associates—Amount.

RCW 32.32.070
Limitation on purchase of shares by officers, directors, and their associates—Amount.
The number of shares which officers and directors of the converting savings bank and their associates may purchase in the conversion shall not exceed twenty-five percent of the total offering of shares.
[ 1981 c 85 § 13.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.075 - Prohibition on purchase of shares by officers, directors, and their associates—Exception.

RCW 32.32.075
Prohibition on purchase of shares by officers, directors, and their associates—Exception.
No officer or director, or their associates, may purchase without the prior written approval of the director the capital stock of the converted savings bank except from a broker or a dealer registered with the Securities and Exchange Commission for a period of three years following the conversion. This provision shall not apply to negotiated transactions involving more than one percent of the outstanding capital stock of the converted savings bank.
As used in this section, the term "negotiated transactions" means transactions in which the securities are offered and the terms and arrangements relating to any sale of the securities are arrived at through direct communications between the seller or any person acting on the seller's behalf and the purchaser or the purchaser's investment representative. The term "investment representative" means a professional investment adviser acting as agent for the purchaser and independent of the seller and not acting on behalf of the seller in connection with the transaction.
[ 1994 c 92 § 357; 1981 c 85 § 14.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.080 - Uniform sales price of shares required—Application to specify arrangements on sale of shares not sold in subscription offering.

RCW 32.32.080
Uniform sales price of shares required—Application to specify arrangements on sale of shares not sold in subscription offering.
The sales price of the shares of capital stock to be sold in the conversion shall be a uniform price determined in accordance with RCW 32.32.290, 32.32.305, and 32.32.325. The applicant shall specify in its conversion application the underwriting and/or other marketing arrangements to be made to assure the sale of all shares not sold in the subscription offering.
[ 1981 c 85 § 15.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.085 - Savings account holder to receive withdrawable savings account(s)—Amount.

RCW 32.32.085
Savings account holder to receive withdrawable savings account(s)—Amount.
Each savings account holder of the converting savings bank shall receive, without payment, a withdrawable savings account or accounts in the converted savings bank equal in withdrawable amount to the withdrawal value of the account holder's savings account or accounts in the converting savings bank.
[ 1981 c 85 § 16.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.090 - Liquidation account—Establishment and maintenance required.

RCW 32.32.090
Liquidation account—Establishment and maintenance required.
A converting savings bank shall establish and maintain a liquidation account for the benefit of eligible account holders and supplemental eligible account holders in the event of a subsequent complete liquidation of the converted savings bank, in accordance with RCW 32.32.185 through 32.32.205.
[ 1981 c 85 § 17.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.095 - Establishment of eligibility record date required.

RCW 32.32.095
Establishment of eligibility record date required.
The applicant shall establish an eligibility record date, which shall not be less than ninety days prior to the date of adoption of the plan by the converting savings bank's board of directors.
[ 1981 c 85 § 18.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.100 - Capital stock—Voting rights.

RCW 32.32.100
Capital stock—Voting rights.
The holders of the capital stock of the converted savings bank shall have exclusive voting rights.
[ 1981 c 85 § 19.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.105 - Amendment and termination of plan of conversion.

RCW 32.32.105
Amendment and termination of plan of conversion.
The plan of conversion adopted by the applicant's board of directors may be amended by the board of directors with the concurrence of the director at any time prior to final approval of the director and may be terminated with the concurrence of the director at any time prior to issuance of the authorization certificate by the director.
[ 1994 c 92 § 358; 1981 c 85 § 20.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.110 - Restriction on sale of shares of stock by directors and officers.

RCW 32.32.110
Restriction on sale of shares of stock by directors and officers.
All shares of capital stock purchased by directors and officers on original issue in the conversion either directly from the savings bank (by subscription or otherwise) or from an underwriter of the shares shall be subject to the restriction that the shares shall not be sold for a period of not less than three years following the date of purchase, except in the event of death of the director or officer.
[ 1981 c 85 § 21.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.115 - Conditions on shares of stock subject to restriction on sale.

RCW 32.32.115
Conditions on shares of stock subject to restriction on sale.
In connection with shares of capital stock subject to restriction on sale for a period of time:
(1) Each certificate for the stock shall bear a legend giving appropriate notice of the restriction;
(2) Appropriate instructions shall be issued to the transfer agent for the capital stock with respect to applicable restrictions on transfer of any such restricted stock; and
(3) Any shares issued as a stock dividend, stock split, or otherwise with respect to any such restricted stock shall be subject to the same restrictions as may apply to the restricted stock.
[ 1985 c 56 § 18; 1981 c 85 § 22.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.120 - Registration of securities—Marketing of securities—Listing of shares on securities exchange or NASDAQ quotation system.

RCW 32.32.120
Registration of securities—Marketing of securities—Listing of shares on securities exchange or NASDAQ quotation system.
A converted savings bank or holding company formed under chapter 32.34 RCW shall:
(1) Promptly following its conversion register the securities issued in connection therewith pursuant to the Securities and Exchange Act of 1934 and undertake not to deregister the securities for a period of three years thereafter;
(2) Use its best efforts to encourage and assist a market maker to establish and maintain a market for the securities issued in connection with the conversion; and
(3) Use its best efforts to list those shares issued in connection with the conversion on a national or regional securities exchange or on the NASDAQ quotation system.
[ 1985 c 56 § 19; 1981 c 85 § 23.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.130 - Plan of conversion—Prohibited provisions.

RCW 32.32.130
Plan of conversion—Prohibited provisions.
The plan of conversion shall contain no provision which the director determines to be inequitable or detrimental to the applicant, its savings account holders, or other savings banks or to be contrary to the public interest.
[ 1994 c 92 § 359; 1981 c 85 § 25.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.135 - Plan of conversion—Permissible provisions.

RCW 32.32.135
Plan of conversion—Permissible provisions.
The plan of conversion may contain any of the provisions set forth in RCW 32.32.140 through 32.32.170.
[ 1981 c 85 § 26.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.140 - Purchase of certain shares of stock by directors, officers, and employees permitted—Conditions.

RCW 32.32.140
Purchase of certain shares of stock by directors, officers, and employees permitted—Conditions.
Directors, officers, and employees of the converting savings bank, as part of the subscription offering, may be entitled to purchase shares of capital stock, to the extent that shares are available after satisfying the subscriptions of eligible account holders and supplemental eligible account holders, subject to the following conditions:
(1) The total number of shares which may be purchased under this section shall not exceed twenty-five percent of the total number of shares to be issued in the case of a converting savings bank with total assets of less than fifty million dollars or fifteen percent in the case of a converting savings bank with total assets of five hundred million dollars or more; in the case of a converting savings bank with total assets of fifty million dollars or more but less than five hundred million dollars, the percentage shall be no more than a correspondingly appropriate number of shares based on total asset size (for example, twenty percent in the case of a converting savings bank with total assets of approximately two hundred seventy five million dollars); and
(2) The shares shall be allocated among directors, officers, and employees on an equitable basis such as by giving weight to period of service, compensation, and position, subject to a reasonable limitation on the amount of shares which may be purchased by any person or associate thereof, or group of affiliated persons or group of persons otherwise acting in concert.
[ 1981 c 85 § 27.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.145 - Receipt of certain subscription rights by account holders permitted—Amount—Conditions.

RCW 32.32.145
Receipt of certain subscription rights by account holders permitted—Amount—Conditions.
Any account holder receiving rights to purchase stock in the subscription offering may also receive, without payment, nontransferable subscription rights to purchase up to one percent of the total offering of shares of capital stock, to the extent that the shares are available after satisfying the subscription under RCW 32.32.045 and 32.32.055, subject to such conditions as may be provided in the plan of conversion. In the event of an oversubscription for the additional shares, the shares available shall be allocated among the subscribing eligible account holders and supplemental eligible account holders on such equitable basis, related to the amounts of their respective subscriptions, as may be provided in the plan of conversion. Where possible the subscriptions shall be allocated in such a manner that total purchases by eligible account holders and supplemental eligible account holders shall be rounded to the nearest one hundred shares.
[ 1981 c 85 § 28.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.150 - Permissible sales of insignificant residue of shares.

RCW 32.32.150
Permissible sales of insignificant residue of shares.
Any insignificant residue of shares not sold in the subscription offering or in a public offering referred to in RCW 32.32.060 may be sold in such other manner as provided in the plan with the director's approval.
[ 1994 c 92 § 360; 1985 c 56 § 20; 1981 c 85 § 29.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.155 - Limitation on number of shares subscribed in subscription offering permitted.

RCW 32.32.155
Limitation on number of shares subscribed in subscription offering permitted.
The number of shares which any person, or group of persons affiliated with each other or otherwise acting in concert, may subscribe for in the subscription offering may be made subject to a limit of not less than one percent of the total offering of shares.
[ 1981 c 85 § 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. › 32.32.160 - Minimum purchase requirement in exercise of subscription rights permitted.

RCW 32.32.160
Minimum purchase requirement in exercise of subscription rights permitted.
Any person exercising subscription rights to purchase capital stock may be required to purchase a minimum of up to twenty-five shares to the extent the shares are available (but the aggregate price for any minimum share purchase shall not exceed five hundred dollars).
[ 1981 c 85 § 31.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.165 - Stock option plan permitted—Reserved shares.

RCW 32.32.165
Stock option plan permitted—Reserved shares.
A stock option plan may be adopted by the board of directors at the meeting at which the plan of conversion is voted upon. The number of shares reserved for the stock option plans should be limited to ten percent of the number of shares sold in the conversion.
[ 1981 c 85 § 32.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.170 - Issuance of securities in lieu of capital stock permitted—References to capital stock.

RCW 32.32.170
Issuance of securities in lieu of capital stock permitted—References to capital stock.
The converted savings bank may issue and sell, in lieu of shares of its capital stock, units of securities consisting of capital stock or other equity securities, in which event any reference in this chapter to capital stock shall apply to the units of equity securities unless the context otherwise requires.
[ 1981 c 85 § 33.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.175 - Approval of other equitable provisions.

RCW 32.32.175
Approval of other equitable provisions.
The director may approve such other equitable provisions as are necessary to avert imminent injury to the converting savings bank.
[ 1994 c 92 § 361; 1981 c 85 § 34.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.180 - Amount of qualifying deposit of eligible account holder or supplemental eligible account holder.

RCW 32.32.180
Amount of qualifying deposit of eligible account holder or supplemental eligible account holder.
(1) Unless otherwise provided in the plan of conversion, the amount of the qualifying deposit of an eligible account holder or supplemental eligible account holder shall be the total of the deposit balances in the eligible account holder's or supplemental eligible account holder's savings accounts in the converting savings bank as of the close of business on the eligibility record date or supplemental eligibility record date. However, the plan of conversion may provide that any savings accounts with total deposit balances of less than fifty dollars (or any lesser amount) shall not constitute a qualifying deposit.
(2) As used in this section, the term "savings account" includes a predecessor or successor account of a given savings account which is held only in the same right and capacity and on the same terms and conditions as the given savings account. However, the plan of conversion may provide for lesser requirements for consideration as a predecessor or successor account.
[ 1981 c 85 § 35.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.185 - Liquidation account—Establishment required—Amount—Function.

RCW 32.32.185
Liquidation account—Establishment required—Amount—Function.
Each converted savings bank shall, at the time of conversion, establish a liquidation account in an amount equal to the amount of net worth of the converting savings bank as of the latest practicable date prior to conversion. For the purposes of this section, the savings bank shall use the net worth figure no later than that set forth in its latest statement of financial condition contained in the final offering circular. The function of the liquidation account is to establish a priority on liquidation and, except as provided in RCW 32.32.215, the existence of the liquidation account shall not operate to restrict the use or application of any of the net worth accounts of the converted savings bank.
[ 1981 c 85 § 36.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.190 - Liquidation account—Maintenance required—Subaccounts.

RCW 32.32.190
Liquidation account—Maintenance required—Subaccounts.
The liquidation account shall be maintained by the converted savings bank for the benefit of eligible account holders and supplemental eligible account holders who maintain their savings accounts in the bank. Each such eligible account holder shall, with respect to each savings account, have a related inchoate interest in a portion of the liquidation account balance ("subaccount").
[ 1981 c 85 § 37.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.195 - Liquidation account—Distribution upon complete liquidation.

RCW 32.32.195
Liquidation account—Distribution upon complete liquidation.
In the event of a complete liquidation of the converted savings bank (and only in this event), each eligible account holder and supplemental eligible account holder shall be entitled to receive a liquidation distribution from the liquidation account, in the amount of the then current adjusted subaccount balances for savings accounts then held, before any liquidation distribution may be made with respect to capital stock. No merger, consolidation, purchase of bulk assets with assumption of savings accounts and other liabilities, or similar transaction, in which the converted savings bank is not the survivor, is considered to be a complete liquidation for this purpose. In these transactions, the liquidation account shall be assumed by the surviving institution.
[ 1981 c 85 § 38.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.200 - Liquidation account—Determination of subaccount balances.

RCW 32.32.200
Liquidation account—Determination of subaccount balances.
The initial subaccount balance for a savings account held by an eligible account holder and/or supplemental eligible account holder shall be determined by multiplying the opening balance in the liquidation account by a fraction of which the numerator is the amount of qualifying deposits in the savings account on the eligibility record date and/or the supplemental eligibility record date and the denominator is the total amount of qualifying deposits of all eligible account holders and supplemental eligible account holders in the converting savings bank on these dates. For savings accounts in existence at both dates, separate subaccounts shall be determined on the basis of the qualifying deposits in these savings accounts on these record dates. The initial subaccount balances shall not be increased, and it shall be subject to downward adjustment as provided in RCW 32.32.205.
[ 1981 c 85 § 39.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.205 - Reduction of subaccount balance.

RCW 32.32.205
Reduction of subaccount balance.
If the deposit balance in any savings account of an eligible account holder or supplemental eligible account holder at the close of business on any annual closing date subsequent to the respective record dates is less than the lesser of (1) the deposit balance in the savings account at the close of business on any other annual closing date subsequent to the eligibility record date or (2) the amount of qualifying deposit as of the eligibility record date or the supplemental eligibility record date, the subaccount balance for the savings account shall be adjusted by reducing the subaccount balance in an amount proportionate to the reduction in the deposit balance. In the event of such a downward adjustment, the subaccount balance shall not be subsequently increased, notwithstanding any increase in the deposit balance of the related savings account. If any such savings account is closed, the related subaccount balance shall be reduced to zero.
[ 1981 c 85 § 40.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.210 - Converted savings bank prohibited from repurchasing its stock without approval.

RCW 32.32.210
Converted savings bank prohibited from repurchasing its stock without approval.
No converted savings bank may repurchase any of its capital stock from any person unless the repurchase is approved by the director either in advance or at the time of repurchase.
[ 1994 c 92 § 362; 1985 c 56 § 21; 1981 c 85 § 41.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.215 - Limitation on cash dividends.

RCW 32.32.215
Limitation on cash dividends.
Except as provided in RCW 32.32.222, no converted savings bank may declare or pay a cash dividend unless the declaration or payment of the dividend would be in accordance with the requirements of *RCW 30.04.180 and would not have the effect of reducing the net worth of the converted savings bank below (1) the amount required for the liquidation account or (2) the amount required by the director.
[ 1994 c 92 § 363; 1985 c 56 § 22; 1981 c 85 § 42.]
NOTES:
*Reviser's note: RCW 30.04.180 was recodified as RCW 30A.04.180 pursuant to 2014 c 37 § 4, effective January 5, 2015.
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.220 - Limitation on certain cash dividends within ten years of conversion.

RCW 32.32.220
Limitation on certain cash dividends within ten years of conversion.
Except as provided in RCW 32.32.222, no converted savings bank may, without the prior approval of the director, for a period of ten years after the date of its conversion, declare or pay a cash dividend on its capital stock in an amount in excess of one-half of the greater of:
(1) The savings bank's net income for the current fiscal year; or
(2) The average of the savings bank's net income for the current fiscal year and not more than two of the immediately preceding fiscal years.
For purposes of this chapter, "net income" shall be determined by generally accepted accounting principles.
[ 1994 c 92 § 364; 1985 c 56 § 23; 1981 c 85 § 43.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.222 - Dividends on preferred stock.

RCW 32.32.222
Dividends on preferred stock.
A converted mutual savings bank may pay dividends on preferred stock at the rate or rates agreed in connection with the issuance of preferred stock if such issuance has been approved by the director.
[ 1994 c 92 § 365; 1985 c 56 § 24.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.225 - Prohibitions on offer, sale, or purchase of securities.

RCW 32.32.225
Prohibitions on offer, sale, or purchase of securities.
In the offer, sale, or purchase of securities issued incident to its conversion, no savings bank, or any director, officer, attorney, agent, or employee thereof, may (1) employ any device, scheme, or artifice to defraud, or (2) obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (3) engage in any act, transaction, practice, or course of business which operates or would operate as a fraud or deceit upon a purchaser or seller.
[ 1981 c 85 § 44.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.230 - Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.

RCW 32.32.230
Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited.
(1) No conversion may be approved by the director unless the plan of conversion provides that the converted savings bank shall enter into an agreement with the director, in form satisfactory to the director, which shall provide that for a period of three years following the conversion any company significantly engaged in an unrelated business activity, either directly or through an affiliate thereof, shall not be permitted, regardless of the form of the transaction, to acquire control of the converted savings bank. Any acquisition of a converted savings bank shall also comply with RCW 32.32.228.
(2) As used in this section:
(a) The term "affiliate" means any person or company which controls, is controlled by, or is under common control with, a specified company.
(b) A person or company shall be deemed to have "control" of:
(i) A savings bank if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares of the savings bank, or controls in any manner the election of a majority of the directors of the bank;
(ii) Any other company if the person directly or indirectly or acting in concert with one or more other persons, or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing, more than twenty-five percent of the voting shares or rights of the other company, or controls in any manner the election or appointment of a majority of the directors or trustees of the other company, or is a general partner in or has contributed more than twenty-five percent of the capital of the other company;
(iii) A trust if the person is a trustee thereof; or
(iv) A savings bank or any other company if the director determines, after reasonable notice and opportunity for hearing, that the person directly or indirectly exercises a controlling influence over the management or policies of the savings bank or other company.
(c) A company shall be deemed to be "significantly engaged" in an unrelated business activity if its unrelated business activities would represent, on either an actual or a pro forma basis, more than fifteen percent of its consolidated net worth at the close of this preceding fiscal year or of its consolidated net earnings for such fiscal year.
(d) The term "unrelated business activity" means any business activity not authorized for a savings bank or any subsidiary thereof.
[ 1994 c 92 § 367; 1985 c 56 § 26; 1981 c 85 § 45.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.235 - Plan of conversion—Charter restrictions permitted.

RCW 32.32.235
Plan of conversion—Charter restrictions permitted.
To the extent permitted by applicable federal or state law, a plan of conversion may provide for a provision in the charter of the converted savings bank containing, in substance, the restriction set forth in RCW 32.32.230. There may also be included a restriction providing that the charter provision may be amended only by a vote of up to seventy-five percent of the votes eligible to be cast at a regular or special meeting of shareholders of the converted savings bank. If the converted savings bank elects to adopt the foregoing optional charter provision, the director shall impose, as a condition to approval of the conversion, a requirement that the converted savings bank fully enforce the charter provision.
[ 1994 c 92 § 368; 1981 c 85 § 46.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.240 - Confidentiality of consideration to convert—Remedial measures for breach.

RCW 32.32.240
Confidentiality of consideration to convert—Remedial measures for breach.
A savings bank which is considering converting pursuant to this chapter and its directors, officers, and employees shall keep this consideration in the strictest confidence and shall only discuss the potential conversion as would be consistent with the need to prepare information for filing an application for conversion. Should this confidence be breached the director may require remedial measures including:
(1) A public statement by the savings bank that its board of directors is currently considering converting pursuant to this chapter;
(2) Providing for an eligibility record date which shall be as of such a date prior to the adoption of the plan by the converting savings bank's board of directors as to assure the equitability of the conversion;
(3) Limitation of the subscription rights of any person violating or aiding the violation of this section to an amount deemed appropriate by the director; and
(4) Any other actions the director may deem appropriate and necessary to assure the fairness and equitability of the conversion.
[ 1994 c 92 § 369; 1981 c 85 § 47.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.245 - Public statement authorized.

RCW 32.32.245
Public statement authorized.
If it should become essential as a result of rumors prior to the adoption of a plan of conversion by the applicant's board of directors, a public statement limited to that purpose may be made by the applicant.
[ 1981 c 85 § 48.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.250 - Adoption of plan of conversion—Notice to and inspection by account holders—Statement and letter—Press release authorized.

RCW 32.32.250
Adoption of plan of conversion—Notice to and inspection by account holders—Statement and letter—Press release authorized.
Promptly after the adoption of a plan of conversion by not less than two-thirds of its board of directors, the savings bank shall:
(1) Notify its account holders of the action by publishing a statement in a newspaper having general circulation in each community in which an office of the savings bank is located and/or by mailing a letter to each of its account holders; and
(2) Have copies of the adopted plan of conversion available for inspection by its account holders at each office of the savings bank.
The savings bank may also issue a press release with respect to the action. Copies of the proposed statement, letter, and press release are not required to be filed with the director but may be submitted to the director for comment. Copies of the definitive statement, letter, and press release shall be filed with the director as part of the application for conversion.
[ 1994 c 92 § 370; 1981 c 85 § 49.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.260 - Statement, letter, and press release—Contents prohibited—Inquiries.

RCW 32.32.260
Statement, letter, and press release—Contents prohibited—Inquiries.
The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250 shall not include financial statements or describe the benefits of conversion or the value of the capital stock of the savings bank upon conversion. In replying to inquiries, the savings bank should limit its answers to the matters listed in RCW 32.32.255.
[ 1981 c 85 § 51.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.265 - Notices of filing of application—Requests for subscription offering circular.

RCW 32.32.265
Notices of filing of application—Requests for subscription offering circular.
Upon determination that an application for conversion is properly executed and is not materially incomplete, the director shall advise the applicant, in writing, to publish notices of the filing of the application. Promptly after receipt of the advice, the applicant shall furnish a written notice of the filing to each eligible account holder and also publish a notice of the filing in a newspaper printed in the English language and having general circulation in each community in which an office of the applicant is located, as follows:
NOTICE OF FILING OF AN APPLICATION
FOR APPROVAL TO CONVERT TO A
STOCK SAVINGS BANK
Notice is hereby given that, pursuant to chapter 32.32 of the Revised Code of Washington
. . . .
(fill in name of applicant)
has filed an application with the Director of Financial Institutions for approval to convert to the stock form of organization. Copies of the application have been delivered to
(address)
.
Written comments, including objections to the plan of conversion and materials supporting the objections, from any account holder of the applicant or aggrieved person, will be considered by the director if filed within twenty business days after the date of this notice. Failure to make written comments in objection may preclude the pursuit of any administrative or judicial remedies. Three copies of the comments should be sent to the aforementioned. The proposed plan of conversion and any comments thereon will be available for inspection by any account holder of the applicant at
(address)
. A copy of the plan may also be inspected at each office of the applicant.
If a significant number of the applicant's account holders speak a language other than English and a newspaper in that language is published in the area served by the applicant, an appropriate translation of the notice shall also be published in that newspaper. A notice sent by mail may be accompanied by the statement that the converting institution will not mail a subscription offering circular to an eligible account holder or a supplemental eligible account holder unless the eligible account holder or the supplemental eligible account holder, prior to the commencement of the subscription offering, requests the subscription offering circular by returning a postcard. The issuer of stock in the conversion shall pay the postage of this postcard and shall inform the eligible account holder or supplemental eligible holder that the postage is paid.
[ 1994 c 92 § 372; 1985 c 56 § 27; 1981 c 85 § 52.]
2023 Revised Code of Washington › Title 32 - Washington Savings Bank Act › Chapter 32.32 - Conversion of Mutual Savings Bank to Capital Stock Savings Bank. › 32.32.270 - Filing of notice and affidavit of publication required.

RCW 32.32.270
Filing of notice and affidavit of publication required.
Promptly after publication of the notices prescribed in RCW 32.32.265, the applicant shall file with the director the notice and affidavit of publication from each newspaper publisher in the manner the director shall require.
[ 1994 c 92 § 373; 1981 c 85 § 53.]