State of Illinois
91st General Assembly
Legislation

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91_SB0815

 
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 1        AN  ACT  to  amend  the  Illinois Banking Act by changing
 2    Sections 4, 13, 22, 30, and 30.5.

 3        Be it enacted by the People of  the  State  of  Illinois,
 4    represented in the General Assembly:

 5        Section  5.  The  Illinois  Banking  Act  is  amended  by
 6    changing Sections 4, 13, 22, 30, and 30.5 as follows:

 7        (205 ILCS 5/4) (from Ch. 17, par. 310)
 8        Sec.  4.  Effect  on  existing  banks.  The certificates,
 9    permits and charters of state banks existing at the  time  of
10    the  adoption  of  this  Act shall continue in full force and
11    effect, and the provisions of this Act shall  apply  thereto.
12    Any  corporation  with  banking  powers availing itself of or
13    accepting the benefits of this Act and all corporations  with
14    banking  powers  existing by virtue of any special charter or
15    general  law  of  this  State,  shall  be  subject   to   the
16    restrictions provisions and requirements of this Act in every
17    particular, as if organized under this Act.
18    (Source: Laws 1955, p. 83.)

19        (205 ILCS 5/13) (from Ch. 17, par. 320)
20        Sec. 13.  Issuance of charter.
21        (a)  When  the  directors  have  organized as provided in
22    Section 12 of  this  Act,  and  the  capital  stock  and  the
23    preferred  stock, if any, together with a surplus of not less
24    than 50% of the capital, has been all fully  paid  in  and  a
25    record   of   the  same  filed  with  the  Commissioner,  the
26    Commissioner or some competent person of  the  Commissioner's
27    appointment  shall  make  a  thorough  examination  into  the
28    affairs  of  the proposed bank, and if satisfied (i) that all
29    the requirements of this Act have been  complied  with,  (ii)
30    that  no  intervening circumstance has occurred to change the
 
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 1    Commissioner's findings made pursuant to Section 10  of  this
 2    Act,  and (iii) that the prior involvement by any stockholder
 3    who will own a sufficient amount of stock to have control, as
 4    defined in Section 18 of this Act, of the proposed bank  with
 5    any  other  financial  institution,  whether  as stockholder,
 6    director, officer, or customer, was conducted in a  safe  and
 7    sound  manner, upon payment into the Commissioner's office of
 8    the reasonable expenses of the examination, as determined  by
 9    the  Commissioner,  the  Commissioner  shall  issue a charter
10    authorizing the bank to commence business  as  authorized  in
11    this  Act.   All  charters  issued by the Commissioner or any
12    predecessor agency which chartered State banks, including any
13    charter  outstanding  as  of  September  1,  1989,  shall  be
14    perpetual.  For the 2 years after the Commissioner has issued
15    a charter to a bank, the bank shall request and  obtain  from
16    the  Commissioner prior written approval before it may change
17    senior management personnel or directors.
18        The original charter, duly certified by the Commissioner,
19    or a certified copy shall  be  evidence  in  all  courts  and
20    places  of  the  existence  and  authority  of the bank to do
21    business.   Upon  the  issuance  of  the   charter   by   the
22    Commissioner,  the  bank  shall be deemed fully organized and
23    may proceed to do business.  The  Commissioner  may,  in  the
24    Commissioner's   discretion,  withhold  the  issuing  of  the
25    charter when the Commissioner has reason to believe that  the
26    bank   is   organized   for   any  purpose  other  than  that
27    contemplated by this Act or that a commission or fee has been
28    paid in connection with the sale of the stock  of  the  bank.
29    The   Commissioner   shall   revoke  the  charter  and  order
30    liquidation in the event that the bank does  not  commence  a
31    general banking business within one year from the date of the
32    issuance of the charter, unless a request has been submitted,
33    in  writing,  to  the  Commissioner  for an extension and the
34    request  has  been  approved.   After  commencing  a  general
 
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 1    banking  business,  a  bank,  upon  written  notice  to   the
 2    Commissioner, may change its name.
 3        (b) (1)  The  Commissioner  may also issue a charter to a
 4    bank  that  is  owned   exclusively   by   other   depository
 5    institutions  or depository institution holding companies and
 6    is organized to engage exclusively in providing  services  to
 7    or   for   other   depository   institutions,  their  holding
 8    companies, and the officers, directors, and employees of such
 9    institutions and companies, and  in  providing  correspondent
10    banking   services   at   the  request  of  other  depository
11    institutions or their holding companies (also referred to  as
12    a "bankers' bank").
13        (2)  A  bank  chartered  pursuant to paragraph (1) shall,
14    except  as   otherwise   specifically   determined   by   the
15    Commissioner,  be  vested with the same rights and privileges
16    and subject to the same duties, restrictions, penalties,  and
17    liabilities now or hereafter imposed under this Act.
18        (c)  A  bank  chartered  under this Act after November 1,
19    1985, and an out-of-state bank that merges with a State  bank
20    and establishes or maintains a branch in this State after May
21    31,  1997,  that  accepts  deposits  or that is authorized to
22    accept deposits shall obtain from and, at all times while  it
23    accepts  or  retains  deposits,  maintain  with  the  Federal
24    Deposit  Insurance Corporation, or such other instrumentality
25    of or corporation chartered by  the  United  States,  deposit
26    insurance as authorized under federal law.
27        (d) (i)  A  bank that has a banking charter issued by the
28    Commissioner under  this  Act  may,  pursuant  to  a  written
29    purchase and assumption agreement, transfer substantially all
30    of  its  assets  to  another  State  bank or national bank in
31    consideration, in whole or in part, for the transferee banks'
32    assumption of any part or all of  its  liabilities.   Such  a
33    transfer  shall  in no way be deemed to impair the charter of
34    the transferor bank or cause the transferor bank  to  forfeit
 
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 1    any   of   its  rights,  powers,  interests,  franchises,  or
 2    privileges as a State bank, nor shall any voluntary reduction
 3    in  the  transferor  bank's  activities  resulting  from  the
 4    transfer have any such  effect;  provided,  however,  that  a
 5    State  bank  that  transfers  substantially all of its assets
 6    pursuant to this subsection (d) and  following  the  transfer
 7    does  not  accept deposits and make loans, shall not have any
 8    rights, powers, interests, franchises,  or  privileges  under
 9    subsection  (15)  of Section 5 of this Act until the bank has
10    resumed accepting deposits and making loans.
11        (ii)  The  fact  that  a  State  bank  does  not   resume
12    accepting deposits and making loans for a period of 24 months
13    commencing on September 11, 1989 or on a date of the transfer
14    of  substantially  all of a State bank's assets, whichever is
15    later, or such longer period as the Commissioner may allow in
16    writing, may be the basis for a finding by  the  Commissioner
17    under  Section  51  of  this  Act  that the bank is unable to
18    continue operations.
19        (iii)  The authority provided by subdivision (i) of  this
20    subsection  (d)  shall terminate on May 31, 1997, and no bank
21    that has transferred substantially all of its assets pursuant
22    to this subsection (d) shall continue in existence after  May
23    31, 1997.
24    (Source:  P.A.  89-208,  eff.  9-29-95; 89-567, eff. 7-26-96;
25    89-603, eff. 8-2-96; 90-14, eff. 7-1-97; 90-301, eff. 8-1-97;
26    90-665, eff. 7-30-98.)

27        (205 ILCS 5/22) (from Ch. 17, par. 329)
28        Sec. 22. Merger  procedure;  resulting  State  bank.  The
29    merger  procedure  required of a State bank where there is to
30    be a resulting State bank by consolidation  or  merger  shall
31    be:
32        (1)  The  board  of  directors  of  each  merging bank or
33    insured savings association  shall,  by  a  majority  of  the
 
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 1    entire board, approve a merger agreement that shall contain:
 2             (a)  The  name  of  each  merging  bank  or  insured
 3        savings  association  and its location and a list of each
 4        merging   bank's   or   insured   savings   association's
 5        stockholders as of the date of the merger agreement;
 6             (b)  With respect to the resulting bank (i) its name
 7        and place of business; (ii) the amount  of  capital  and,
 8        surplus  and  reserve  for  operating expenses; (iii) the
 9        classes and the number of shares of  stock  and  the  par
10        value   of  each  share;  (iv)  the  designation  of  the
11        continuing bank and  the  charter  which  is  to  be  the
12        charter   of   the  resulting  bank,  together  with  the
13        amendments  to  the  continuing  charter   and   to   the
14        continuing   by-laws;   and   (v)  a  detailed  financial
15        Statement showing the assets and  liabilities  after  the
16        proposed merger or consolidation;
17             (c)  Provisions   stating   the  method,  terms  and
18        conditions of carrying the merger into effect,  including
19        the  manner of converting the shares of the merging banks
20        or insured savings association into the cash,  shares  of
21        stock  or  other  securities  of any corporation or other
22        property, or any combination of the foregoing, Stated  in
23        the   merger   agreement   as   to  be  received  by  the
24        stockholders of each  merging  bank  or  insured  savings
25        association;
26             (d)  A  Statement  that  the agreement is subject to
27        approval by the Commissioner and by the  stockholders  of
28        each merging bank or insured savings association and that
29        whether  approved  or  disapproved  the  merging banks or
30        insured savings association will pay  the  Commissioner's
31        expenses of examination;
32             (e)  Provisions governing the manner of disposing of
33        the  shares  of  the  resulting  bank  not  taken  by the
34        dissenting stockholders of the merging banks  or  insured
 
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 1        savings association; and
 2             (f)  Such  other  provisions as the Commissioner may
 3        reasonably require to enable him to discharge his  duties
 4        with respect to the merger.
 5        (2)  After  approval  by  the  board of directors of each
 6    bank or insured savings  association,  the  merger  agreement
 7    shall be submitted to the Commissioner for approval, together
 8    with  certified copies of the authorizing resolutions of each
 9    board of directors showing approval  by  a  majority  of  the
10    entire board of each bank or insured savings association.
11        (3)  After  receipt  by  the  Commissioner  of the papers
12    specified in paragraph (2), he shall  approve  or  disapprove
13    the  merger agreement. The Commissioner shall not approve the
14    merger agreement unless he shall be of the opinion and  shall
15    find:
16             (a)  That  the resulting bank meets the requirements
17        of this Act for the  formation  of  a  new  bank  at  the
18        proposed main banking premises of the resulting bank;
19             (b)  That the same matters exist with respect to the
20        resulting  bank  which  would  have  been  required under
21        Section 10 of this Act for  the  organization  of  a  new
22        bank;
23             (c)  That  the  merger  agreement  is  fair  to  all
24        persons affected; and
25             (d)  That  the  resulting bank will be operated in a
26        safe and sound manner.
27        If the Commissioner disapproves  an  agreement  he  shall
28    State  his  objections and give an opportunity to the merging
29    banks  to  amend  the  merger  agreement  to   obviate   such
30    objections.
31    (Source: P.A. 87-1226.)

32        (205 ILCS 5/30) (from Ch. 17, par. 337)
33        Sec.  30.  Conversion;  merger  with  trust company. Upon
 
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 1    approval by the Commissioner a trust company having power  so
 2    to  do  under the law under which it is organized may convert
 3    into a  state  bank  or  may  merge  into  a  state  bank  as
 4    prescribed  by  this  Act;  except that the action by a trust
 5    company shall be taken in the manner prescribed by and  shall
 6    be subject to limitations and requirements imposed by the law
 7    under  which  it is organized which law shall also govern the
 8    rights  of  its  dissenting  stockholders.  The   rights   of
 9    dissenting  stockholders of a state bank shall be governed by
10    Section 29 of this Act. The conversion  or  merger  procedure
11    shall be:
12        (1)  In  the  case of a merger, the board of directors of
13    both the merging trust company and  the  merging  bank  by  a
14    majority  of  the  entire  board in each case shall approve a
15    merger agreement which shall contain:
16             (a)  The name and location of the merging  bank  and
17        of   the   merging  trust  company  and  a  list  of  the
18        stockholders of  each  as  of  the  date  of  the  merger
19        agreement;
20             (b)  With respect to the resulting bank (i) its name
21        and  place  of  business; (ii) the amount of capital and,
22        surplus and reserve for  operating  expenses;  (iii)  the
23        classes  and  the  number  of shares of stock and the par
24        value of each share; (iv) the charter which is to be  the
25        charter   of   the  resulting  bank,  together  with  the
26        amendments  to  the  continuing  charter   and   to   the
27        continuing   by-laws;   and   (v)  a  detailed  financial
28        statement showing the assets and  liabilities  after  the
29        proposed merger;
30             (c)  Provisions  governing  the manner of converting
31        the shares of the merging bank and of the  merging  trust
32        company into shares of the resulting bank;
33             (d)  A   statement  that  the  merger  agreement  is
34        subject to  approval  by  the  Commissioner  and  by  the
 
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 1        stockholders  of  the  merging bank and the merging trust
 2        company, and that whether approved  or  disapproved,  the
 3        parties  thereto  will pay the Commissioner's expenses of
 4        examination;
 5             (e)  Provisions governing the manner of disposing of
 6        the shares  of  the  resulting  bank  not  taken  by  the
 7        dissenting stockholders of the merging trust company; and
 8             (f)  Such  other  provisions as the Commissioner may
 9        reasonably require to enable him to discharge his  duties
10        with respect to the merger.
11        (2)  After  approval  by  the  board  of directors of the
12    merging bank and of the merging  trust  company,  the  merger
13    agreement shall be submitted to the Commissioner for approval
14    together   with  the  certified  copies  of  the  authorizing
15    resolution of each board of directors showing approval  by  a
16    majority of each board.
17        (3)  After  receipt  by  the  Commissioner  of the papers
18    specified in subsection (2), he shall approve  or  disapprove
19    the  merger agreement. The Commissioner shall not approve the
20    agreement unless he shall be of the opinion and finds:
21             (a)  That the resulting bank meets the  requirements
22        of  this  Act  for  the  formation  of  a new bank at the
23        proposed place of business of the resulting bank;
24             (b)  That the same matters exist in respect  of  the
25        resulting  bank  which  would  have  been  required under
26        Section 10 of this Act for  the  organization  of  a  new
27        bank; and
28             (c)  That  the  merger  agreement  is  fair  to  all
29        persons  affected.  If  the  Commissioner disapproves the
30        merger  agreement,  he  shall  state  his  objections  in
31        writing and give an opportunity to the merging  bank  and
32        the merging trust company to obviate such objections.
33        (4)  To  be effective, if approved by the Commissioner, a
34    merger of a bank and a trust company where there is to  be  a
 
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 1    resulting  bank  must  be approved by the affirmative vote of
 2    the holders of at least two-thirds of the outstanding  shares
 3    of  stock  of  the merging bank entitled to vote at a meeting
 4    called to consider such action, unless holders  of  preferred
 5    stock  are entitled to vote as a class in respect thereof, in
 6    which  event  the  proposed  merger  shall  be  adopted  upon
 7    receiving the affirmative vote of the  holders  of  at  least
 8    two-thirds  of the outstanding shares of each class of shares
 9    entitled to vote as a class in respect  thereof  and  of  the
10    total outstanding shares entitled to vote at such meeting and
11    must  be  approved  by  the stockholders of the merging trust
12    company as provided by the Act under which it  is  organized.
13    The prescribed vote by the merging bank and the merging trust
14    company  shall  constitute  the  adoption  of the charter and
15    by-laws of the continuing bank, including the  amendments  in
16    the  merger  agreement,  as  the  charter  and by-laws of the
17    resulting bank. Written or printed notice of the  meeting  of
18    the  stockholders  of the merging bank shall be given to each
19    stockholder of record entitled to vote  at  such  meeting  at
20    least  thirty  days  before  such  meeting  and in the manner
21    provided in this Act for the giving of notice of meetings  of
22    stockholders.   The   notice   shall  state  that  dissenting
23    stockholders of the merging trust company will be entitled to
24    payment of the value of those shares which are voted  against
25    approval  of  the  merger,  if a proper demand is made on the
26    resulting bank and the requirements of the  Act  under  which
27    the merging trust company is organized are satisfied.;
28        (5)  Unless  a  later  date  is  specified  in the merger
29    agreement, the merger shall become effective upon the  filing
30    with  the  Commissioner  of  the  executed  merger agreement,
31    together with copies of the resolutions of  the  stockholders
32    of  the  merging bank and the merging trust company approving
33    it, certified by the president or a  vice-president  or,  the
34    cashier  and  also  by the secretary or other officer charged
 
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 1    with keeping the records. The charter of  the  merging  trust
 2    company   shall   thereupon   automatically   terminate.  The
 3    Commissioner shall thereupon issue to the continuing  bank  a
 4    certificate  of  merger  which  shall specify the name of the
 5    merging trust company, the name of the  continuing  bank  and
 6    the amendments to the charter of the continuing bank provided
 7    for  by  the  merger  agreement.  Such  certificate  shall be
 8    conclusive evidence of the merger and of the  correctness  of
 9    all  proceedings  therefor in all courts and places including
10    the office of the Secretary of State,  and  said  certificate
11    shall be recorded.
12        (6)  In  the  case of a conversion, a trust company shall
13    apply for a charter by filing with the Commissioner:
14             (a)  A certificate signed by  its  president,  or  a
15        vice-president,  and by a majority of the entire board of
16        directors setting forth the  corporate  action  taken  in
17        compliance  with the provisions of the Act under which it
18        is organized governing the conversion of a trust  company
19        to a bank or governing the merger of a trust company into
20        another corporation;
21             (b)  The   plan  of  conversion   and  the  proposed
22        charter approved by the stockholders for the operation of
23        the trust company as a bank. The plan of conversion shall
24        contain (i)  the  name  and  location  proposed  for  the
25        converting trust company; (ii) a list of its stockholders
26        as  of the date of the stockholders' approval of the plan
27        of conversion; (iii)  the  amount  of  its  capital  and,
28        surplus  and  reserve  for  operating  expenses; (iv) the
29        classes and the number of shares of  stock  and  the  par
30        value  of  each share; (v) the charter which is to be the
31        charter of  the  resulting  bank;  and  (vi)  a  detailed
32        financial statement showing the assets and liabilities of
33        the converting trust company;
34             (c)  A  statement  that  the  plan  of conversion is
 
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 1        subject to approval by the Commissioner and that, whether
 2        approved or disapproved,  the  converting  trust  company
 3        will pay the Commissioner's expenses of examination; and
 4             (d)  Such  other instruments as the Commissioner may
 5        reasonably require to enable him to discharge his  duties
 6        with respect to the conversion.
 7        (7)  After  receipt  by  the  Commissioner  of the papers
 8    specified in subsection (6), he shall approve  or  disapprove
 9    the  plan  of  conversion. The Commissioner shall not approve
10    the plan of conversion unless he shall be of the opinion  and
11    finds:
12             (a)  That  the resulting bank meets the requirements
13        of this Act for the  formation  of  a  new  bank  at  the
14        proposed place of business of the resulting bank;
15             (b)  That  the  same matters exist in respect of the
16        resulting bank  which  would  have  been  required  under
17        Section  10  of  this  Act  for the organization of a new
18        bank; and
19             (c)  That the plan of  conversion  is  fair  to  all
20        persons affected.
21        If  the  commissioner disapproves the plan of conversion,
22    he  shall  state  his  objections  in  writing  and  give  an
23    opportunity to the converting trust company to  obviate  such
24    objections.
25        (8)  Unless  a  later  date  is  specified in the plan of
26    conversion, the conversion shall become  effective  upon  the
27    Commissioner's approval, and the charter proposed in the plan
28    of  conversion  shall constitute the charter of the resulting
29    bank.  The  Commissioner  shall  issue   a   certificate   of
30    conversion  which  shall  specify  the name of the converting
31    trust company, the name of the resulting bank and the charter
32    provided for by said plan  of  conversion.  Such  certificate
33    shall  be  conclusive  evidence  of the conversion and of the
34    correctness of all proceedings therefor  in  all  courts  and
 
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 1    places  including  the  office of the Secretary of State, and
 2    such certificate shall be recorded.
 3        (9)  In the case of either a merger or a conversion under
 4    this Section 30, the resulting bank shall be  considered  the
 5    same  business  and corporate entity as each merging bank and
 6    merging trust company or as the converting trust company with
 7    all the property, rights, powers, duties and  obligations  of
 8    each as specified in Section 28 of this Act.
 9    (Source: P.A. 89-541, eff. 7-19-96; revised 10-31-98.)

10        (205 ILCS 5/30.5)
11        Sec.  30.5.  Mid-tier  bank  holding  company merger with
12    State bank.  Upon approval by the  Commissioner,  a  mid-tier
13    bank  holding  company  having  power  so to do under the law
14    under which it is organized may  merge  into  its  subsidiary
15    State  bank as prescribed by this Act; except that the action
16    by the mid-tier bank holding company shall be  taken  in  the
17    manner  prescribed by and shall be subject to limitations and
18    requirements imposed by the law under which it is  organized.
19    The merger procedure shall be as follows:
20        (1)  The  board  of  directors of the parent bank holding
21    company shall, by  resolution,  approve  a  merger  agreement
22    which shall contain:
23             (a)  the  name  and location of the merging bank and
24        of the mid-tier bank holding company;
25             (b)  with respect to the merging bank (i) the amount
26        of  capital  and,  surplus,  and  reserve  for  operating
27        expenses; (ii) the classes and the number  of  shares  of
28        stock  and  the par value of each share; (iii) a detailed
29        financial statement showing the  assets  and  liabilities
30        after the proposed merger; and (iv) any amendments to the
31        charter or by-laws;
32             (c)  provisions  governing  the manner of converting
33        the shares of the merging  bank  and  the  mid-tier  bank
 
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 1        holding  company  into shares of the merging bank and the
 2        manner of transferring the converted shares to the parent
 3        bank holding company;
 4             (d)  a  statement  that  the  merger  agreement   is
 5        subject  to approval by the Commissioner and that whether
 6        approved or disapproved, the parties thereto will pay the
 7        Commissioner's expenses of examination; and
 8             (e)  such other provisions as the  Commissioner  may
 9        reasonably  require to enable him to discharge his duties
10        with respect to the merger.
11        (2)  After approval by the  board  of  directors  of  the
12    parent  bank  holding  company, the merger agreement shall be
13    submitted to the Commissioner for approval.
14        (3)  After receipt by  the  Commissioner  of  the  papers
15    specified  in  item  (2),  he shall approve or disapprove the
16    merger agreement.  The Commissioner  shall  not  approve  the
17    agreement  unless  he  shall be of the opinion and finds that
18    the same matters exist in  respect  of  the  continuing  bank
19    which  would  have been required under Section 10 of this Act
20    for the organization of a new bank, that  the  mid-tier  bank
21    holding  company  has  no  known liabilities that will become
22    liabilities of the continuing bank, and that the parent  bank
23    holding  company  will  indemnify the continuing bank for any
24    known  and  unknown  contingent  liabilities  for  which  the
25    continuing bank may become liable as a result of the merger.
26    Nothing in this Section shall  authorize  a  resulting  State
27    bank  to  acquire,  hold, or invest any asset or to assume or
28    incur any liability  that  does  not  conform  to  the  legal
29    requirements  for  assets  acquired,  held,  or  invested  or
30    liabilities  assumed or incurred by State banks, or to engage
31    in any activity in which a State bank is  not  authorized  to
32    engage  as  part  of  a  general  banking  business.   If the
33    Commissioner disapproves the merger agreement, he shall state
34    his objections in writing and  give  an  opportunity  to  the
 
                            -14-              LRB9105966JSpcA
 1    merging bank and mid-tier bank holding company to obviate the
 2    objections.
 3        (4)  To  be effective, if approved by the Commissioner, a
 4    copy of the merger agreement executed by the duly  authorized
 5    president  of the mid-tier bank holding company and president
 6    of the merging  State  bank,  together  with  copies  of  the
 7    resolution  of  the  board  of  directors  of the parent bank
 8    holding company, approving the merger agreement, certified by
 9    the parent bank holding company's president or vice-president
10    and attested  by  the  secretary,  must  be  filed  with  the
11    Commissioner.   The  merger  shall,  unless  a  later date is
12    specified  in  the  agreement,  become  effective  when   the
13    Commissioner   has   approved  the  agreement  and  issued  a
14    certificate of merger to the  continuing  bank,  which  shall
15    specify  the  name  of the mid-tier bank holding company, the
16    name of the  continuing  bank,  and  the  amendments  to  the
17    charter  of  the  continuing  bank provided for by the merger
18    agreement.  The charter of the mid-tier bank holding  company
19    shall  thereupon  automatically  terminate.  Such certificate
20    shall be  conclusive  evidence  of  the  merger  and  of  the
21    correctness  of  all  proceedings  therefor in all courts and
22    places including the office of the Secretary  of  State,  and
23    the certificate shall be recorded.
24    (Source: P.A. 89-364, eff. 8-18-95.)

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