§ 32.32.010 Chapter exclusive — Prohibition on conversion without approval — Waiver of requirements
§ 32.32.015 Forms
§ 32.32.020 Request of noncompliance — Requirements
§ 32.32.025 Definitions
§ 32.32.030 Prohibition on approval of certain applications for conversion
§ 32.32.035 Requirements of plan of conversion
§ 32.32.040 Issuance of capital stock — Price
§ 32.32.042 Shares — Certificate not required
§ 32.32.045 Stock purchase subscription rights — Eligible account holders
§ 32.32.050 Stock purchase subscription rights received by officers, directors, and their associates — Subordination
§ 32.32.055 Supplemental share purchase subscription rights — Supplemental eligible account holder — Conditions
§ 32.32.060 Sale of shares not sold in subscription offering — Methods — Conditions
§ 32.32.065 Limitation on subscription and purchase of shares by person with associate or group — Amount
§ 32.32.070 Limitation on purchase of shares by officers, directors, and their associates — Amount
§ 32.32.075 Prohibition on purchase of shares by officers, directors, and their associates — Exception
§ 32.32.080 Uniform sales price of shares required — Application to specify arrangements on sale of shares not sold in subscription offering
§ 32.32.085 Savings account holder to receive withdrawable savings account(s) — Amount
§ 32.32.090 Liquidation account — Establishment and maintenance required
§ 32.32.095 Establishment of eligibility record date required
§ 32.32.100 Capital stock — Voting rights
§ 32.32.105 Amendment and termination of plan of conversion
§ 32.32.110 Restriction on sale of shares of stock by directors and officers
§ 32.32.115 Conditions on shares of stock subject to restriction on sale
§ 32.32.120 Registration of securities — Marketing of securities — Listing of shares on securities exchange or NASDAQ quotation system
§ 32.32.125 Reasonable expenses required
§ 32.32.130 Plan of conversion — Prohibited provisions
§ 32.32.135 Plan of conversion — Permissible provisions
§ 32.32.140 Purchase of certain shares of stock by directors, officers, and employees permitted — Conditions
§ 32.32.145 Receipt of certain subscription rights by account holders permitted — Amount — Conditions
§ 32.32.150 Permissible sales of insignificant residue of shares
§ 32.32.155 Limitation on number of shares subscribed in subscription offering permitted
§ 32.32.160 Minimum purchase requirement in exercise of subscription rights permitted
§ 32.32.165 Stock option plan permitted — Reserved shares
§ 32.32.170 Issuance of securities in lieu of capital stock permitted — References to capital stock
§ 32.32.175 Approval of other equitable provisions
§ 32.32.180 Amount of qualifying deposit of eligible account holder or supplemental eligible account holder
§ 32.32.185 Liquidation account — Establishment required — Amount — Function
§ 32.32.190 Liquidation account — Maintenance required — Subaccounts
§ 32.32.195 Liquidation account — Distribution upon complete liquidation
§ 32.32.200 Liquidation account — Determination of subaccount balances
§ 32.32.205 Reduction of subaccount balance
§ 32.32.210 Converted savings bank prohibited from repurchasing its stock without approval
§ 32.32.215 Limitation on cash dividends
§ 32.32.220 Limitation on certain cash dividends within ten years of conversion
§ 32.32.222 Dividends on preferred stock
§ 32.32.225 Prohibitions on offer, sale, or purchase of securities
§ 32.32.228 Acquisition of control of a converted savings bank — State reciprocity — Definitions
§ 32.32.230 Nonapproval of conversion unless acquisition of control within three years by certain companies prohibited
§ 32.32.235 Plan of conversion — Charter restrictions permitted
§ 32.32.240 Confidentiality of consideration to convert — Remedial measures for breach
§ 32.32.245 Public statement authorized
§ 32.32.250 Adoption of plan of conversion — Notice to and inspection by account holders — Statement and letter — Press release authorized
§ 32.32.255 Statement, letter, and press release — Content permitted
§ 32.32.260 Statement, letter, and press release — Contents prohibited — Inquiries
§ 32.32.265 Notices of filing of application — Requests for subscription offering circular
§ 32.32.270 Filing of notice and affidavit of publication required
§ 32.32.275 Applications available for public inspection — Confidential information
§ 32.32.280 Offers and sales of securities — Prohibitions
§ 32.32.285 Distribution of offering circulars authorized
§ 32.32.290 Preliminary offering circular for subscription offering — Estimated subscription price range required
§ 32.32.295 Review of price information by director
§ 32.32.300 Underwriting commissions
§ 32.32.305 Consideration of pricing information by director — Guidelines
§ 32.32.310 Submission of information by applicant
§ 32.32.315 Subscription offering — Distribution of order forms for the purchase of shares
§ 32.32.320 Order forms — Final offering circular and detailed instructions
§ 32.32.325 Subscription price
§ 32.32.330 Order form — Contents
§ 32.32.335 Order form — Additional provision authorized — Payment by withdrawal
§ 32.32.340 Time period for completion of sale of all shares of capital stock
§ 32.32.345 Copies of application for approval to be filed
§ 32.32.350 Nonacceptance and return of applications
§ 32.32.355 Continuity of corporate existence
§ 32.32.360 Form of application
§ 32.32.365 Representations upon filing of application
§ 32.32.370 Representations upon filing of application — Exception
§ 32.32.375 Application to furnish information
§ 32.32.380 Application — Additional information required
§ 32.32.385 Omission of certain information permitted — Conditions
§ 32.32.390 Offering circular — Certain manner of presentation of required information prohibited
§ 32.32.395 Form and contents of filings
§ 32.32.400 Conformance required to order prohibiting the use of any filing
§ 32.32.405 Application — Certain named persons — Filing of written consent required
§ 32.32.410 Offering circular — Certain named persons — Filing of written consent required
§ 32.32.415 Date of receipt — Date of filing
§ 32.32.420 Availability for conferences in advance of filing of application — Refusal of prefiling review
§ 32.32.425 Appeal from refusal to approve application
§ 32.32.430 Postconversion reports
§ 32.32.435 Definitions
§ 32.32.440 Certain agreement to transfer and transfers of ownership in rights or securities prohibited
§ 32.32.445 Certain offers and announcements on securities prohibited
§ 32.32.450 Certain offers and acquisitions prohibited
§ 32.32.455 Nonapplicability of RCW 32.32.440 and 32.32.445
§ 32.32.460 Nonapplicability of RCW 32.32.445 and 32.32.450
§ 32.32.465 Nonapplicability of RCW 32.32.450
§ 32.32.470 Approval of certain applications prohibited
§ 32.32.475 Penalty for violations
§ 32.32.480 Name of converted savings bank
§ 32.32.485 Amendments to charter required in application — Articles of incorporation — Filing of certificate required — Contents — Issuance and filing of authorization certificate
§ 32.32.490 Amendments to articles of incorporation
§ 32.32.495 Directors — Election — Meetings — Quorum — Oath — Vacancies
§ 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
§ 32.32.500 Merger, consolidation, conversion, etc. — Approval — Concentration limits
§ 32.32.505 Intent — References in the Revised Code of Washington
§ 32.32.515 Guaranty fund
§ 32.32.520 “Funds” defined
§ 32.32.525 Prohibition on certain securities and purchases — Exception
lawyer at desk

Ask a legal question, get an answer ASAP!
Click here to chat with a lawyer about your rights.

Terms Used In Washington Code > Chapter 32.32 - Conversion of mutual savings bank to capital stock savings bank

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • amount: when used in regard to securities, means the principal amount if relating to evidences of indebtedness, the number of shares if relating to shares, and the number of units if relating to any other kind of security. See Washington Code 32.32.025
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • applicant: is a mutual savings bank which has applied to convert pursuant to this chapter. See Washington Code 32.32.025
  • Appraisal: A determination of property value.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • associate: when used to indicate a relationship with any person, means (a) any corporation or organization (other than the applicant or a majority-owned subsidiary of the applicant) of which the person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent or more of any class of equity securities, (b) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity, and (c) any relative who would be a "class A beneficiary" if the person were a decedent. See Washington Code 32.32.025
  • broker: means any person engaged in the business of effecting transactions in securities for the account of others. See Washington Code 32.32.025
  • buy: include every contract to purchase, buy, or otherwise acquire a security or interest in a security for value. See Washington Code 32.32.025
  • capital stock: includes permanent stock, guaranty stock, permanent reserve stock, any similar certificate evidencing nonwithdrawable capital, or preferred stock, of a savings bank converted under this chapter or of a subsidiary institution or holding company. See Washington Code 32.32.025
  • charter: includes articles of incorporation, articles of reincorporation, and certificates of incorporation, as amended, effecting (either with or without filing with any governmental agency) the organization or creation of an incorporated person. See Washington Code 32.32.025
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • dealer: means any person who engages either for all or part of his or her time, directly or indirectly, as agent, broker, or principal, in the business of offering, buying, selling, or otherwise dealing or trading in securities issued by another person. See Washington Code 32.32.025
  • Decedent: A deceased person.
  • Dependent: A person dependent for support upon another.
  • deposits: refers to the deposits of a savings bank that is converting under this chapter, and may refer in addition to the deposits or share accounts of any other financial institution that is converting to the stock form in connection with a merger with and into a savings bank. See Washington Code 32.32.025
  • director: means any director of a corporation, any trustee of a mutual savings bank, or any person performing similar functions with respect to any organization whether incorporated or unincorporated. See Washington Code 32.32.025
  • eligibility record date: means the record date for determining eligible account holders of a converting mutual savings bank. See Washington Code 32.32.025
  • eligible account holder: means any person holding a qualifying deposit as determined in accordance with RCW 32. See Washington Code 32.32.025
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • equity security: means any stock or similar security; or any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security; or any such warrant or right. See Washington Code 32.32.025
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Fraud: Intentional deception resulting in injury to another.
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • market maker: means a dealer who, with respect to a particular security, (a) regularly publishes bona fide, competitive bid and offer quotations in a recognized interdealer quotation system; or (b) furnishes bona fide competitive bid and offer quotations on request; and (c) is ready, willing, and able to effect transaction in reasonable quantities at his or her quoted prices with other brokers or dealers. See Washington Code 32.32.025
  • material: when used to qualify a requirement for the furnishing of information as to any subject, limits the information required to those matters as to which an average prudent investor ought reasonably to be informed before purchasing an equity security of the applicant. See Washington Code 32.32.025
  • mutual savings bank: means a mutual savings bank organized and operating under Title 32 RCW. See Washington Code 32.32.025
  • Oath: A promise to tell the truth.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • person: means an individual, a corporation, a partnership, an association, a joint-stock company, a trust, any unincorporated organization, or a government or political subdivision thereof. See Washington Code 32.32.025
  • proxy: includes every form of authorization by which a person is or may be deemed to be designated to act for a stockholder in the exercise of his or her voting rights in the affairs of an institution. See Washington Code 32.32.025
  • Quorum: The number of legislators that must be present to do business.
  • savings account: means deposits established in a mutual savings bank and includes certificates of deposit. See Washington Code 32.32.025
  • security: includes any note, stock, treasury stock, bond, debenture, transferable share, investment contract, voting-trust certificate, or in general, any instrument commonly known as a "security"; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase any of the foregoing. See Washington Code 32.32.025
  • sell: include every contract to sell or otherwise dispose of a security or interest in a security for value; but these terms do not include an exchange of securities in connection with a merger or acquisition approved by the director. See Washington Code 32.32.025
  • series of preferred stock: refers to a subdivision, within a class of preferred stock, each share of which has preferences, limitations, and relative rights identical with those of other shares of the same series. See Washington Code 32.32.025
  • subscription offering: refers to the offering of shares of capital stock, through nontransferable subscription rights issued to: (a) Eligible account holders as required by RCW 32. See Washington Code 32.32.025
  • supplemental eligibility record date: means the supplemental record date for determining supplemental eligible account holders of a converting savings bank required by RCW 32. See Washington Code 32.32.025
  • supplemental eligible account holder: means any person holding a qualifying deposit, except officers, directors, and their associates, as of the supplemental eligibility record date. See Washington Code 32.32.025
  • Trustee: A person or institution holding and administering property in trust.
  • underwriter: means any person who has purchased from an applicant with a view to, or offers or sells for an applicant in connection with, the distribution of any security, or participates or has a direct or indirect participation in the direct or indirect underwriting of any such undertaking; but the term does not include a person whose interest is limited to a commission from an underwriter or dealer not in excess of the usual and customary distributors' or sellers commission. See Washington Code 32.32.025