Revised Code of Washington
Chapter 30A.04 - General Provisions.
30A.04.555 - Reorganization as subsidiary of bank holding company—Procedure.

RCW 30A.04.555
Reorganization as subsidiary of bank holding company—Procedure.

A reorganization authorized under RCW 30A.04.550 shall be carried out in the following manner:
(1) A plan of reorganization specifying the manner in which the reorganization shall be carried out must be approved by a majority of the entire board of directors of the banking corporation. The plan shall specify the name of the acquiring corporation, the amount of cash, securities of the bank holding company, other consideration, or any combination thereof to be paid to the shareholders of the reorganizing corporation in exchange for their shares of the stock of the corporation. The plan shall also specify the exchange date or the manner in which such exchange date shall be determined, the manner in which the exchange shall be carried out, and such other matters, not inconsistent with this chapter, as shall be determined by the board of directors of the corporation.
(2) The plan of reorganization shall be submitted to the shareholders of the reorganizing corporation at a meeting to be held on the call of the directors. Notice of the meeting of shareholders at which the plan shall be considered shall be given by prepaid first-class mail at least twenty days before the date of the meeting, to each stockholder of record of the banking corporation. The notice shall state that dissenting shareholders will be entitled to payment of the value of only those shares which are voted against approval of the plan.

[ 2014 c 37 § 146; 1994 c 256 § 38; 1986 c 279 § 41; 1982 c 196 § 2. Formerly RCW 30.04.555.]
NOTES:

Findings—Construction—1994 c 256: See RCW 43.320.007.


Severability—1982 c 196: See note following RCW 30A.04.550.

Structure Revised Code of Washington

Revised Code of Washington

Title 30A - Washington Commercial Bank Act

Chapter 30A.04 - General Provisions.

30A.04.002 - Short title.

30A.04.005 - Legislative declarations.

30A.04.007 - Notice—Use of internet—Rules.

30A.04.010 - Definitions.

30A.04.017 - Director's subpoenas—Unauthorized banking activity.

30A.04.020 - Use of words indicating bank or trust company—Penalty.

30A.04.025 - Financial institutions—Loan charges—Out-of-state national banks.

30A.04.030 - Rules—Administration and interpretation of title.

30A.04.045 - Director—Powers under chapter 19.144 RCW.

30A.04.050 - Duty to comply—Violations—Penalty.

30A.04.060 - Examinations directed—Cooperative agreements and actions.

30A.04.070 - Costs of examination, filing, and other service fees—Nondirect expenses.

30A.04.075 - Examination reports and information—Confidentiality—Disclosure—Penalty.

30A.04.111 - Limit on loans and extensions of credit to one person—Exceptions—Definitions—Rules—Nonconforming loans and extensions of credit.

30A.04.112 - "Loans or obligations" and "liabilities" limited for purposes of RCW 30.04.111.

30A.04.120 - Loans on own stock prohibited—Shares of other corporations.

30A.04.125 - Investment in corporations—Authorized businesses.

30A.04.127 - Formation, incorporation, or investment in corporations or other entities authorized—Approval—Exception.

30A.04.129 - Investment in obligations issued or guaranteed by multilateral development bank.

30A.04.130 - Defaulted debts, judgments to be charged off—Valuation of assets.

30A.04.140 - Pledge of securities or assets prohibited—Exceptions.

30A.04.180 - Dividends.

30A.04.210 - Real estate holdings.

30A.04.212 - Real property and improvements thereon.

30A.04.214 - Qualifying community investments.

30A.04.215 - Engaging in other business activities.

30A.04.217 - Additional powers of a bank—Powers and authorities of savings bank—Definition—Restrictions.

30A.04.220 - Corporations existing under former laws.

30A.04.225 - Contributions and gifts.

30A.04.230 - Authority of corporation or association to acquire stock of bank or national banking association.

30A.04.232 - Additional authority of out-of-state holding company to acquire stock or assets of bank or national banking association.

30A.04.238 - Purchase of own capital stock authorized.

30A.04.240 - Trust business to be kept separate—Authorized deposit of securities.

30A.04.260 - Legal services, advertising of—Penalty.

30A.04.280 - Compliance enjoined—Banking, trust business, branches—Director's authority—Rules.

30A.04.285 - Director's approval of a branch—Satisfactory financial condition—Affiliated commercial locations.

30A.04.295 - Agency agreements—Written notice to director.

30A.04.300 - Foreign branch banks.

30A.04.330 - Saturday closing authorized.

30A.04.375 - Investment in stock, participation certificates, and other evidences of participation.

30A.04.380 - Investment in paid-in capital stock and surplus of banks or corporations engaged in international or foreign banking.

30A.04.390 - Acquisition of stock of banks organized under laws of foreign country, etc.

30A.04.395 - Continuing authority for investments.

30A.04.400 - Bank acquisition or control—Definitions.

30A.04.405 - Bank acquisition or control—Notice or application—Registration statement—Violations—Penalties.

30A.04.410 - Bank acquisition or control—Disapproval by director—Change of officers.

30A.04.450 - Notice of charges—Reasons for issuance—Contents—Hearing—Cease and desist order.

30A.04.455 - Temporary cease and desist order—Reasons for issuance.

30A.04.460 - Temporary cease and desist order—Injunction to set aside, limit, or suspend temporary order.

30A.04.465 - Violations or unsafe or unsound practices—Injunction to enforce temporary order.

30A.04.470 - Order to refrain from violations or practices—Administrative hearing or judicial review.

30A.04.475 - Order to refrain from violations or practices—Jurisdiction of courts in enforcement or issuance of orders, injunctions, or judicial review.

30A.04.500 - Fairness in lending act—Short title.

30A.04.505 - Fairness in lending act—Definitions.

30A.04.510 - Fairness in lending act—Unlawful practices.

30A.04.515 - Fairness in lending act—Sound underwriting practices not precluded.

30A.04.550 - Reorganization as subsidiary of bank holding company—Authority.

30A.04.555 - Reorganization as subsidiary of bank holding company—Procedure.

30A.04.560 - Reorganization as subsidiary of bank holding company—Dissenter's rights—Conditions.

30A.04.565 - Reorganization as subsidiary of bank holding company—Valuation of shares of dissenting shareholders.

30A.04.570 - Reorganization as subsidiary of bank holding company—Approval of director—Certificate of reorganization—Exchange of shares.

30A.04.575 - Public hearing prior to approval of reorganization—Request.

30A.04.600 - Shareholders—Actions authorized without meetings—Written consent.

30A.04.605 - Directors, committees—Actions authorized without meetings—Written consent.

30A.04.610 - Directors, committees—Meetings authorized by conference telephone or similar communications equipment.

30A.04.650 - Automated teller machines and night depositories security.

30A.04.902 - Effective date—2014 c 37.