Revised Code of Washington - RCW Title 32 Mutual Savings Banks - Chapter 32.32 Conversion Of Mutual Savings Bank To Capital Stock Savings Bank

32.32.010 Chapter exclusive -- Prohibition on conversion without approval -- Waiver of requirements
This chapter shall exclusively govern the conversion of mutual savings banks to capital stock savings banks. No mutual savings bank may convert to the capital ...

32.32.015 Forms
The director may prescribe under this chapter such forms as the director deems appropriate for use by a mutual savings bank seeking to convert to ...

32.32.020 Request of noncompliance -- Requirements
(1) If an applicant finds that compliance with any provision of this chapter would be in conflict with applicable federal law, the director shall grant ...

32.32.025 Definitions
As used in this chapter, the following definitions apply, unless the context otherwise requires: (1) Except as provided in RCW 32.32.230, an "affiliate" of, or ...

32.32.030 Prohibition on approval of certain applications for conversion
No application for conversion may be approved by the director if: (1) The plan of conversion adopted by the applicant's board of directors is not ...

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.] ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

32.32.085 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 ...

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 ...

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 ...

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.] ...

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 ...

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 ...

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 ...

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 ...

32.32.125 Reasonable expenses required
The expenses incurred in the conversion shall be reasonable.[1981 c 85 § 24.] ...

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 ...

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.] ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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 ...

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, ...

32.32.228 Acquisition of control of a converted savings bank -- State reciprocity -- Definitions
(1) As used in this section, the following definitions apply: (a) "Control" means directly or indirectly alone or in concert with others to own, control, ...

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 ...

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 ...

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 ...

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, ...

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 ...

32.32.255 Statement, letter, and press release -- Content permitted
The statement, letter, and press release of the applicant issued pursuant to RCW 32.32.250, unless otherwise authorized by the director, shall contain only (but need ...

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 ...

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 ...

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 ...

32.32.275 Applications available for public inspection -- Confidential information
Should the applicant desire to submit any information it deems to be of a confidential nature regarding any item or a part of any exhibit ...

32.32.280 Offers and sales of securities -- Prohibitions
No offer to sell securities of an applicant pursuant to a plan of conversion may be made prior to approval by the director of the ...

32.32.285 Distribution of offering circulars authorized
Any preliminary offering circular for the subscription offering, the public offering, or the direct community marketing which has been filed with the director may be ...

32.32.290 Preliminary offering circular for subscription offering -- Estimated subscription price range required
With respect to the capital stock of the applicant to be sold under the plan of conversion, any preliminary offering circular for the subscription offering ...

32.32.295 Review of price information by director
The director shall review the price information required under RCW 32.32.290 in determining whether to give approval to an application for conversion. No representations may ...

32.32.300 Underwriting commissions
Underwriting commissions shall not exceed an amount or percentage per share acceptable to the director. No underwriting commission may be allowed or paid with respect ...

32.32.305 Consideration of pricing information by director -- Guidelines
In considering the pricing information required under RCW 32.32.290, the director shall apply the following guidelines: (1) The materials shall be prepared by persons independent ...

32.32.310 Submission of information by applicant
In addition to the information required in RCW 32.32.305, the applicant shall submit information demonstrating to the satisfaction of the director the independence and expertise ...

32.32.315 Subscription offering -- Distribution of order forms for the purchase of shares
Promptly after the director has declared the offering circular for the subscription offering effective, the applicant shall distribute order forms for the purchase of shares ...

32.32.320 Order forms -- Final offering circular and detailed instructions
Each order form distributed pursuant to RCW 32.32.315 shall be accompanied or preceded by the final offering circular for the subscription offering and a set ...

32.32.325 Subscription price
The maximum subscription price stated on each order form distributed pursuant to RCW 32.32.315 shall be the amount to be paid when the order form ...

32.32.330 Order form -- Contents
Each order form distributed pursuant to RCW 32.32.315 shall be prepared so as to indicate to the person receiving it, in as simple, clear, and ...

32.32.335 Order form -- Additional provision authorized -- Payment by withdrawal
The order form distributed pursuant to RCW 32.32.315 may provide that it may not be modified without the applicant's consent after its receipt by the ...

32.32.340 Time period for completion of sale of all shares of capital stock
The sale of all shares of capital stock of the converting savings bank to be made under the plan of conversion, including any sale in ...

32.32.345 Copies of application for approval to be filed
An applicant that desires to convert in accordance with this chapter shall file copies of an application for approval in the form and number prescribed ...

32.32.350 Nonacceptance and return of applications
Any application for approval that is improperly executed, or that does not contain copies of a plan of conversion, amendments to the charter of the ...

32.32.355 Continuity of corporate existence
Upon the filing of the articles of incorporation of a converted savings bank with the secretary of state in accordance with RCW 32.32.485, the corporate ...

32.32.360 Form of application
The form of the application shall comply with the requirements of the director.[1994 c 92 § 386; 1981 c 85 § 71.] ...

32.32.365 Representations upon filing of application
Except as provided in RCW 32.32.370, the filing of any application or amendment thereto under this chapter shall constitute a representation of the applicant by ...

32.32.370 Representations upon filing of application -- Exception
The representations specified in RCW 32.32.365 shall not be deemed to have been made by any director of the applicant who did not sign the ...

32.32.375 Application to furnish information
Every application shall furnish information in accordance with this chapter and with the requirements and forms prescribed by the director.[1994 c 92 § 388; 1981 ...

32.32.380 Application -- Additional information required
In addition to the information expressly required to be included in any application under this chapter, there shall be added such further material information, if ...

32.32.385 Omission of certain information permitted -- Conditions
Information required need be given only insofar as it is known or reasonably available to the applicant. If any required information is unknown and not ...

32.32.390 Offering circular -- Certain manner of presentation of required information prohibited
The information required in an offering circular shall not be set forth in such fashion as to obscure any of the required information or any ...

32.32.395 Form and contents of filings
The form and contents of any filing made under this chapter need conform only to the applicable requirements and forms prescribed by the director then ...

32.32.400 Conformance required to order prohibiting the use of any filing
Whenever the director prohibits by order or otherwise the use of any filing under this chapter, the form and contents of any filing used thereafter ...

32.32.405 Application -- Certain named persons -- Filing of written consent required
(1) If any accountant, attorney, investment banker, appraiser, or other persons whose professions give authority to a statement made in any application under this chapter ...

32.32.410 Offering circular -- Certain named persons -- Filing of written consent required
If any person who has not signed an application is named in the offering circular as about to become a director, the written consent of ...

32.32.415 Date of receipt -- Date of filing
The date on which any documents are actually received by the office of the director of financial institutions shall be the date of filing thereof.[1994 ...

32.32.420 Availability for conferences in advance of filing of application -- Refusal of prefiling review
(1) The staff of the director shall be available for conferences with prospective applicants or their representatives in advance of filing an application to convert. ...

32.32.425 Appeal from refusal to approve application
From the director of financial institutions' refusal to approve an application for conversion, the applicant may, within thirty days from the date of the mailing ...

32.32.430 Postconversion reports
The applicant shall file such postconversion reports concerning its conversion as the director may require.[1994 c 92 § 395; 1981 c 85 § 85.] ...

32.32.435 Definitions
For purposes of RCW 32.32.440 through 32.32.475, the following definitions shall apply: (1) The term "offer" includes every offer to buy or acquire, solicitation of ...

32.32.440 Certain agreement to transfer and transfers of ownership in rights or securities prohibited
Prior to completion of a conversion, no person may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of ...

32.32.445 Certain offers and announcements on securities prohibited
Prior to completion of a conversion, no person may make any offer, or announcement of an offer or intent to make an offer, for any ...

32.32.450 Certain offers and acquisitions prohibited
No person for a period of three years following the date of the conversion may directly or indirectly offer to acquire or acquire the beneficial ...

32.32.455 Nonapplicability of RCW 32.32.440 and 32.32.445
RCW 32.32.440 and 32.32.445 shall not apply to a transfer, agreement or understanding to transfer, offer, or announcement of an offer or intent to make ...

32.32.460 Nonapplicability of RCW 32.32.445 and 32.32.450
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32.32.465 Nonapplicability of RCW 32.32.450
Unless made applicable by the director by prior advice in writing, the prohibition contained in RCW 32.32.450 shall not apply to any offer or announcement ...

32.32.470 Approval of certain applications prohibited
The director shall not approve an application involving an offer for, an announcement thereof, or an acquisition of any security of a converted savings bank ...

32.32.475 Penalty for violations
For willful violation or assistance of such a violation of any provision of RCW 32.32.440 through 32.32.470, any person who (1) has any connection with ...

32.32.480 Name of converted savings bank
A savings bank shall not be forbidden or required to change its corporate name as a result of its conversion pursuant to this chapter.[1994 c ...

32.32.485 Amendments to charter required in application -- Articles of incorporation -- Filing of certificate required -- Contents -- Issuance and filing of authorization certificate
(1) An application for conversion under this chapter shall include amendments to the charter of the converting savings bank. The charter of the converted savings ...

32.32.490 Amendments to articles of incorporation
(1) Amendments to the articles of incorporation of the converted savings bank shall be made only with the approvals of the director, of two-thirds of ...

32.32.495 Directors -- Election -- Meetings -- Quorum -- Oath -- Vacancies
(1) Every converted savings bank shall be managed by not less than five directors, except that a bank having a capital of fifty thousand dollars ...

32.32.497 Conversions incident to acquisition by savings bank holding company or merger or consolidation with savings bank holding company subsidiary -- Application of RCW 32.32.110 and 32.32.115
(1) In a conversion of an unconverted mutual savings bank that is in the process of acquisition by a savings bank holding company or in ...

32.32.500 Merger, consolidation, conversion, etc. -- Approval -- Concentration limits
(1) A savings bank may merge with, consolidate with, convert into, acquire a branch or branches of, or sell its branch or branches to any ...

32.32.505 Intent -- References in the Revised Code of Washington
(1) It is the intention of the legislature to grant, by this chapter, authority to permit conversions by mutual savings banks to capital stock form, ...

32.32.515 Guaranty fund
The guaranty fund of a mutual savings bank converted under this chapter shall become surplus of the converted savings bank, but shall not be available ...

32.32.520 "Funds" defined
The "funds" of a converted savings bank, as the term is used in Title 32 RCW, shall mean deposits, sums credited to the liquidation account, ...

32.32.525 Prohibition on certain securities and purchases -- Exception
After July 26, 1981, no converted savings bank may make any loan or discount on the security of its own capital stock, nor be the ...

32.32.900 Severability -- 1981 c 85
If any provision of this act or its application to any person or circumstance is held invalid, the remainder of the act or the application ...