093_SB0683sam001

 










                                     LRB093 06478 JLS 13967 a

 1                    AMENDMENT TO SENATE BILL 683

 2        AMENDMENT NO.     .  Amend Senate Bill 683  by  replacing
 3    everything after the enacting clause with the following:

 4        "Section  5.  The  Illinois  Banking  Act  is  amended by
 5    changing Sections  5  and  10  and  adding  Section  13.6  as
 6    follows:

 7        (205 ILCS 5/5) (from Ch. 17, par. 311)
 8        Sec.  5.  General  corporate  powers.   A  bank organized
 9    under this Act or subject hereto shall be  a  body  corporate
10    and  politic  and  shall, without specific mention thereof in
11    the charter, have all the powers conferred by  this  Act  and
12    the following additional general corporate powers:
13        (1)  To  sue  and  be  sued,  complain, and defend in its
14    corporate name.
15        (2)  To have a corporate seal, which may  be  altered  at
16    pleasure,  and  to  use the same by causing it or a facsimile
17    thereof  to  be  impressed  or  affixed  or  in  any   manner
18    reproduced, provided that the affixing of a corporate seal to
19    an  instrument shall not give the instrument additional force
20    or effect, or change the construction thereof, and the use of
21    a corporate seal is not mandatory.
22        (3)  To make, alter, amend, and  repeal  bylaws,  or  the
 
                            -2-      LRB093 06478 JLS 13967 a
 1    operating  agreement  if  a  limited  liability  company, not
 2    inconsistent  with  its  charter  or  with   law,   for   the
 3    administration  of  the affairs of the bank. If this Act does
 4    not  provide  specific  guidance  in  matters  of   corporate
 5    governance, the provisions of the Business Corporation Act of
 6    1983  may  be  used  if  so  provided  in  the bylaws, or the
 7    provisions of the Limited Liability Company Act may  be  used
 8    if the bank is a limited liability company.
 9        (4)  To  elect  or appoint and remove officers and agents
10    of  the  bank  and  define  their  duties   and   fix   their
11    compensation.
12        (5)  To   adopt   and  operate  reasonable  bonus  plans,
13    profit-sharing plans, stock-bonus plans, stock-option  plans,
14    pension  plans and similar incentive plans for its directors,
15    officers and employees.
16        (5.1)  To manage, operate and administer a fund  for  the
17    investment of funds by a public agency or agencies, including
18    any  unit  of  local  government  or  school district, or any
19    person.  The fund for a public agency  shall  invest  in  the
20    same   type  of  investments  and  be  subject  to  the  same
21    limitations provided for the investment of public funds.  The
22    fund for public agencies shall  maintain  a  separate  ledger
23    showing  the  amount  of investment for each public agency in
24    the fund. "Public funds" and "public agency" as used in  this
25    Section shall have the meanings ascribed to them in Section 1
26    of the Public Funds Investment Act.
27        (6)  To  make reasonable donations for the public welfare
28    or  for  charitable,  scientific,  religious  or  educational
29    purposes.
30        (7)  To borrow or incur an obligation; and to pledge  its
31    assets:
32             (a)  to secure its borrowings, its lease of personal
33        or real property or its other nondeposit obligations;
34             (b)  to  enable  it  to act as agent for the sale of
 
                            -3-      LRB093 06478 JLS 13967 a
 1        obligations of the United States;
 2             (c)  to secure  deposits  of  public  money  of  the
 3        United  States,  whenever  required  by  the  laws of the
 4        United  States,  including  without  being  limited   to,
 5        revenues and funds the deposit of which is subject to the
 6        control  or regulation of the United States or any of its
 7        officers, agents, or employees and Postal Savings funds;
 8             (d)  to secure deposits of public money of any state
 9        or of any political corporation  or  subdivision  thereof
10        including,  without  being limited to, revenues and funds
11        the deposit  of  which  is  subject  to  the  control  or
12        regulation  of  any state or of any political corporation
13        or subdivisions thereof or  of  any  of  their  officers,
14        agents, or employees;
15             (e)  to  secure  deposits of money whenever required
16        by the National Bankruptcy Act;
17             (f)  (blank); and
18             (g)  to  secure  trust  funds  commingled  with  the
19        bank's  funds,  whether  deposited  by  the  bank  or  an
20        affiliate of the bank, pursuant to  Section  2-8  of  the
21        Corporate Fiduciary Act.
22        (8)  To  own, possess, and carry as assets all or part of
23    the real estate necessary in or with which to do its  banking
24    business, either directly or indirectly through the ownership
25    of  all  or part of the capital stock, shares or interests in
26    any corporation, association, trust engaged  in  holding  any
27    part  or  parts  or all of the bank premises, engaged in such
28    business and in conducting a safe  deposit  business  in  the
29    premises or part of them, or engaged in any activity that the
30    bank  is  permitted  to  conduct  in a subsidiary pursuant to
31    paragraph (12) of this Section 5.
32        (9)  To own, possess, and  carry  as  assets  other  real
33    estate  to which it may obtain title in the collection of its
34    debts or that was  formerly  used  as  a  part  of  the  bank
 
                            -4-      LRB093 06478 JLS 13967 a
 1    premises,  but  title  to  any  real  estate except as herein
 2    permitted shall not be retained by the bank, either  directly
 3    or  by  or  through  a subsidiary, as permitted by subsection
 4    (12) of this Section for a total period of more than 10 years
 5    after acquiring title, either directly or indirectly.
 6        (10)  To do any act, including the acquisition of  stock,
 7    necessary  to  obtain  insurance  of  its  deposits,  or part
 8    thereof, and any act necessary to obtain a guaranty, in whole
 9    or in part, of any of its loans or investments by the  United
10    States  or  any agency thereof, and any act necessary to sell
11    or otherwise dispose of any of its loans  or  investments  to
12    the  United  States or any agency thereof, and to acquire and
13    hold membership in the Federal Reserve System.
14        (11)  Notwithstanding any other provisions of this Act or
15    any other law, to do any act and to own, possess,  and  carry
16    as assets property of the character, including stock, that is
17    at  the  time authorized or permitted to national banks by an
18    Act of Congress, but subject always to the  same  limitations
19    and  restrictions  as are applicable to national banks by the
20    pertinent federal law and subject to applicable provisions of
21    the Financial Institutions Insurance Sales Law.
22        (12)  To own, possess, and carry as assets stock  of  one
23    or  more corporations that is, or are, engaged in one or more
24    of the following businesses:
25             (a)  holding  title  to  and  administering   assets
26        acquired  as a result of the collection or liquidating of
27        loans, investments, or discounts; or
28             (b)  holding title  to  and  administering  personal
29        property  acquired  by  the  bank, directly or indirectly
30        through a subsidiary,  for  the  purpose  of  leasing  to
31        others,  provided  the lease or leases and the investment
32        of the bank, directly or through a  subsidiary,  in  that
33        personal  property  otherwise comply with Section 35.1 of
34        this Act; or
 
                            -5-      LRB093 06478 JLS 13967 a
 1             (c)  carrying  on  or  administering  any   of   the
 2        activities  excepting  the  receipt  of  deposits  or the
 3        payment of checks or other  orders  for  the  payment  of
 4        money  in  which  a  bank  may  engage in carrying on its
 5        general banking business; provided, however, that nothing
 6        contained in this paragraph (c) shall be deemed to permit
 7        a bank organized under this Act or subject hereto to  do,
 8        either directly or indirectly through any subsidiary, any
 9        act,  including  the making of any loan or investment, or
10        to own, possess, or carry as assets any property that  if
11        done by or owned, possessed, or carried by the State bank
12        would  be  in violation of or prohibited by any provision
13        of this Act.
14        The provisions of this subsection (12) shall not apply to
15    and shall not be deemed to limit the powers of a  State  bank
16    with  respect  to  the ownership, possession, and carrying of
17    stock that a State bank is  permitted  to  own,  possess,  or
18    carry under this Act.
19        Any  bank  intending to establish a subsidiary under this
20    subsection (12) shall give written notice to the Commissioner
21    60 days prior to the subsidiary's commencing of business  or,
22    as the case may be, prior to acquiring stock in a corporation
23    that  has  already  commenced  business.  After receiving the
24    notice, the Commissioner may waive or reduce the  balance  of
25    the  60  day notice period.  The Commissioner may specify the
26    form of the notice and may promulgate rules  and  regulations
27    to administer this subsection (12).
28        (13)  To   accept  for  payment  at  a  future  date  not
29    exceeding one year from the date of acceptance, drafts  drawn
30    upon  it  by  its customers; and to issue, advise, or confirm
31    letters of credit authorizing the  holders  thereof  to  draw
32    drafts upon it or its correspondents.
33        (14)  To  own and lease personal property acquired by the
34    bank at the request of a  prospective  lessee  and  upon  the
 
                            -6-      LRB093 06478 JLS 13967 a
 1    agreement  of  that  person  to  lease  the personal property
 2    provided that the lease, the agreement with respect  thereto,
 3    and  the amount of the investment of the bank in the property
 4    comply with Section 35.1 of this Act.
 5        (15) (a)  To establish and maintain, in addition  to  the
 6        main  banking  premises,  branches  offering  any banking
 7        services permitted at the  main  banking  premises  of  a
 8        State bank.
 9             (b)  To  establish and maintain, after May 31, 1997,
10        branches in another state that may conduct  any  activity
11        in  that  state  that  is authorized or permitted for any
12        bank that has a banking charter  issued  by  that  state,
13        subject to the same limitations and restrictions that are
14        applicable to banks chartered by that state.
15        (16)  (Blank).
16        (17)  To  establish and maintain terminals, as authorized
17    by the Electronic Fund Transfer Act.
18        (18)  To establish and maintain temporary service  booths
19    at  any  International  Fair  held  in  this  State  which is
20    approved by the United States Department of Commerce, for the
21    duration of the international fair for the  sole  purpose  of
22    providing  a  convenient place for foreign trade customers at
23    the fair to exchange  their  home  countries'  currency  into
24    United  States currency or the converse. This power shall not
25    be construed  as  establishing  a  new  place  or  change  of
26    location for the bank providing the service booth.
27        (19)  To  indemnify  its  officers, directors, employees,
28    and agents, as authorized for corporations under Section 8.75
29    of the Business Corporation Act of 1983.
30        (20)  To own, possess, and carry as assets stock  of,  or
31    be  or  become  a member of, any corporation, mutual company,
32    association, trust, or other entity  formed  exclusively  for
33    the  purpose  of providing directors' and officers' liability
34    and bankers' blanket bond insurance or reinsurance to and for
 
                            -7-      LRB093 06478 JLS 13967 a
 1    the benefit of the stockholders, members,  or  beneficiaries,
 2    or  their assets or businesses, or their officers, directors,
 3    employees, or agents, and not to or for the  benefit  of  any
 4    other person or entity or the public generally.
 5        (21)  To  make debt or equity investments in corporations
 6    or projects, whether for profit or not for  profit,  designed
 7    to  promote the development of the community and its welfare,
 8    provided that  the  aggregate  investment  in  all  of  these
 9    corporations and in all of these projects does not exceed 10%
10    of  the unimpaired capital and unimpaired surplus of the bank
11    and  provided  that  this  limitation  shall  not  apply   to
12    creditworthy  loans  by  the  bank  to  those corporations or
13    projects.  Upon written application to  the  Commissioner,  a
14    bank  may make an investment that would, when aggregated with
15    all other such investments,  exceed  10%  of  the  unimpaired
16    capital  and unimpaired surplus of the bank. The Commissioner
17    may approve the investment if he is of the opinion and  finds
18    that the proposed investment will not have a material adverse
19    effect on the safety and soundness of the bank.
20        (22)  To own, possess, and carry as assets the stock of a
21    corporation engaged in the ownership or operation of a travel
22    agency  or  to  operate  a  travel  agency  as  a part of its
23    business.
24        (23)  With respect to affiliate facilities:
25             (a)  to conduct at affiliate facilities for  and  on
26        behalf  of  another commonly owned bank, if so authorized
27        by the other bank, all transactions that the  other  bank
28        is authorized or permitted to perform; and
29             (b)  to  authorize  a commonly owned bank to conduct
30        for and on behalf of it any of  the  transactions  it  is
31        authorized  or  permitted  to  perform  at  one  or  more
32        affiliate facilities.
33        Any  bank intending to conduct or to authorize a commonly
34    owned bank to conduct at an affiliate  facility  any  of  the
 
                            -8-      LRB093 06478 JLS 13967 a
 1    transactions  specified  in  this  paragraph  (23) shall give
 2    written notice to the Commissioner at least  30  days  before
 3    any such transaction is conducted at the affiliate facility.
 4        (24)  To  act  as  the agent for any fire, life, or other
 5    insurance company authorized by the  State  of  Illinois,  by
 6    soliciting  and  selling insurance and collecting premiums on
 7    policies issued by such company; and to receive for  services
 8    so  rendered  such  fees or commissions as may be agreed upon
 9    between the bank and the insurance company for which  it  may
10    act  as  agent; provided, however, that no such bank shall in
11    any case assume or guarantee the payment of  any  premium  on
12    insurance   policies   issued   through  its  agency  by  its
13    principal; and provided further,  that  the  bank  shall  not
14    guarantee  the  truth  of any statement made by an assured in
15    filing his application for insurance.
16        (25)  Notwithstanding any other provisions of this Act or
17    any other law, to offer any product or service that is at the
18    time  authorized  or  permitted  to   any   insured   savings
19    association  or out-of-state bank by applicable law, provided
20    that powers conferred only by this subsection (25):
21             (a)  shall always be subject to the same limitations
22        and restrictions  that  are  applicable  to  the  insured
23        savings  association or out-of-state bank for the product
24        or service by such applicable law;
25             (b)  shall be subject to  applicable  provisions  of
26        the Financial Institutions Insurance Sales Law;
27             (c)  shall not include the right to own or conduct a
28        real  estate brokerage business for which a license would
29        be required under the laws of this State; and
30             (d)  shall  not  be   construed   to   include   the
31        establishment  or maintenance of a branch, nor shall they
32        be construed to limit the establishment or maintenance of
33        a branch pursuant to subsection (11).
34        Not less than 30 days before  engaging  in  any  activity
 
                            -9-      LRB093 06478 JLS 13967 a
 1    under  the authority of this subsection, a bank shall provide
 2    written notice to the Commissioner of its intent to engage in
 3    the activity.  The notice shall indicate the specific federal
 4    or state law, rule, regulation, or  interpretation  the  bank
 5    intends to use as authority to engage in the activity.
 6    (Source: P.A.  91-330,  eff.  7-29-99;  91-849, eff. 6-22-00;
 7    92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)

 8        (205 ILCS 5/10) (from Ch. 17, par. 317)
 9        Sec. 10. Permit to organize.
10        (a)  Upon the filing of an application for  a  permit  to
11    organize, the Commissioner shall investigate the truth of the
12    statements  therein  and  shall  consider the proposed bank's
13    capital structure, its future earnings prospects, the general
14    character, experience, and  qualifications  of  its  proposed
15    management,   its   proposed   plan  of  operation,  and  the
16    convenience and needs of the area sought to  be  served,  and
17    notwithstanding  the provisions of Section 7 of this Act, the
18    Commissioner shall not approve the application  and  issue  a
19    permit  to  organize  unless  he  shall be of the opinion and
20    finds:
21             (1)  that the proposed capital at  least  meets  the
22        minimum  requirements  of  this  Act  determined  by  the
23        Commissioner  pursuant to Section 7 of this Act including
24        additional capital necessitated by the  circumstances  of
25        the   proposed   bank   including  its  size,   scope  of
26        operations and market in which it proposes to operate;
27             (2)  that  the   future   earnings   prospects   are
28        favorable;
29             (3)  that  the  general  character,  experience, and
30        qualifications  of  its  proposed  management   and   its
31        proposed   plan  of  operation  are  such  as  to  assure
32        reasonable  promise  of  successful,   safe   and   sound
33        operation;
 
                            -10-     LRB093 06478 JLS 13967 a
 1             (4)  that  the  name of the proposed bank is not the
 2        same as or deceptively similar to a  name  reserved  with
 3        the  Commissioner's  office  under  Section 9.5 or to the
 4        name of any other bank then operating in this State; and
 5             (5)  that the convenience  and  needs  of  the  area
 6        sought  to  be  served  by  the  proposed  bank  will  be
 7        promoted; and.
 8             (6)  if   the   proposed  bank  will  be  a  limited
 9        liability company, that the articles of  organization  of
10        the  limited  liability  company  have  been executed and
11        delivered to the  Secretary  of  State  as  specified  in
12        Sections  5-5  and  5-45 of the Limited Liability Company
13        Act.
14        (b)  The Commissioner shall revoke the permit to organize
15    and order liquidation of any funds  collected  in  the  event
16    that  the  organizers  do  not  obtain  a  charter  from  the
17    Commissioner authorizing the bank to commence business within
18    6  months from the date of the issuance of the permit, unless
19    a request has been submitted, in writing, to the Commissioner
20    for an extension and the request has been approved.
21        (c)  The  Commissioner  may   impose   such   terms   and
22    conditions, if any, on the issuance of the permit to organize
23    as  the  Commissioner deems appropriate and necessary for the
24    organization of the bank.
25    (Source: P.A. 91-452, eff. 1-1-00; 92-483, eff. 8-23-01.)

26        (205 ILCS 5/13.6 new)
27        Sec. 13.6.  Banks as limited liability companies. A  bank
28    may  be organized as a limited liability company, may convert
29    to a limited liability company, or may merge with and into  a
30    limited liability company, pursuant to the applicable laws of
31    this  State  and any rules promulgated by the Commissioner. A
32    bank organized  as  a  limited  liability  company  shall  be
33    subject  to  the  provisions of the Limited Liability Company
 
                            -11-     LRB093 06478 JLS 13967 a
 1    Act in addition to this Act, provided that, if a provision of
 2    the Limited Liability Company Act conflicts with a  provision
 3    of this Act, as determined by the Commissioner, the provision
 4    of this Act shall apply.

 5        Section 10.  The Illinois Savings and Loan Act of 1985 is
 6    amended  by  changing Sections 2-4 and 6-1 and adding Section
 7    2-10 as follows:

 8        (205 ILCS 105/2-4) (from Ch. 17, par. 3302-4)
 9        Sec. 2-4.  Commissioner's approval and issuance of permit
10    to organize.
11        The Commissioner shall not approve  the  application  and
12    issue a permit to organize unless he shall find:
13        (a)  That  the proposed capital meets the requirements of
14    this Act;
15        (b)  That  the  general   character   of   the   proposed
16    management is such as to assure reasonable probability of the
17    success of the association;
18        (c)  That  insurance  of  withdrawable  capital  shall be
19    effective prior to the issuance of a Certificate of  Complete
20    Organization;
21        (d)  Any  other  conditions which the Commissioner in his
22    discretion shall  find  are  necessary  to  assure  that  the
23    association  shall  be  operated  in a safe and sound manner,
24    including due regard for the need for the association in  its
25    community  or the area it proposes to serve and the impact on
26    properly conducted existing associations in  the  same  area;
27    and
28        (e)  That the name of the proposed association is not the
29    same  as,  or  deceptively  similar to, the name of any other
30    association in the community or area  of  operation;  and  no
31    such  name  shall  contain the words "guaranty", "Guarantee",
32    "insured", or any other word the meaning of which might imply
 
                            -12-     LRB093 06478 JLS 13967 a
 1    that the association is insured by the insurance  corporation
 2    unless  in  fact such insurance or a commitment to insure has
 3    been obtained, and such prohibition shall likewise extend  to
 4    an  association  amending  its  articles  of incorporation to
 5    change its name; and.
 6        (f)  If  the  proposed  association  will  be  a  limited
 7    liability company, that the articles of organization  of  the
 8    limited liability company have been executed and delivered to
 9    the  Secretary of State as specified in Sections 5-5 and 5-45
10    of the Limited Liability Company Act.
11    (Source: P.A. 84-543.)

12        (205 ILCS 105/2-10 new)
13        Sec. 2-10.  Associations as limited liability  companies.
14    An  association  may  be  organized  as  a  limited liability
15    company, may convert to a limited liability company,  or  may
16    merge  with and into a limited liability company, pursuant to
17    the applicable laws of this State and any  rules  promulgated
18    by  the  Commissioner.  An association organized as a limited
19    liability company shall be subject to the provisions  of  the
20    Limited  Liability  Company  Act  in  addition  to  this Act,
21    provided that,  if  a  provision  of  the  Limited  Liability
22    Company  Act  conflicts  with  a  provision  of  this Act, as
23    determined by the Commissioner, the  provision  of  this  Act
24    shall apply.

25        (205 ILCS 105/6-1) (from Ch. 17, par. 3306-1)
26        Sec.  6-1.  Amendment  of  articles  of  incorporation or
27    operating agreement. An association may amend its articles of
28    incorporation, or operating agreement if a limited  liability
29    company,  from time to time, in accordance with the procedure
30    prescribed in this Article; but  the  Articles  or  operating
31    agreement,   as   amended,   shall   conform   to  all  legal
32    requirements which pertain to original articles or  operating
 
                            -13-     LRB093 06478 JLS 13967 a
 1    agreements  adopted at the time of such amendment. Any number
 2    of amendments may be submitted to the members, and voted upon
 3    by them, at one meeting.
 4    (Source: P.A. 84-543.)

 5        Section 15.  The Savings Bank Act is amended by  changing
 6    Sections 3005 and 8001 and adding Section 3008 as follows:

 7        (205 ILCS 205/3005) (from Ch. 17, par. 7303-5)
 8        Sec. 3005. Permit to organize.
 9        (a)  The  Commissioner may require additional information
10    and conduct whatever  investigation  necessary  to  determine
11    whether   to  issue  a  permit  to  organize,  including  the
12    subpoenaing of books and records, taking of public testimony,
13    and conducting hearings.  The applicants shall share  jointly
14    and severally the expense of the investigations.
15        (b)  The Commissioner must find and declare, based on the
16    record of application and his investigation that:
17             (1)  The  proposed  management,  business  plan, and
18        capitalization promise to meet regulatory requirements.
19             (2)  The application information is not in dispute.
20             (3)  The proposed name is not deceptively similar to
21        that of  other  financial  institutions  within  an  area
22        defined by regulation of the Commissioner.
23             (4)  The  proposed  business plan and capitalization
24        promise to serve the  needs  of  the  community  and  its
25        residents.
26             (5)  If  the proposed savings bank will be a limited
27        liability company, that the articles of  organization  of
28        the  limited  liability  company  have  been executed and
29        delivered to the  Secretary  of  State  as  specified  in
30        Sections  5-5  and  5-45 of the Limited Liability Company
31        Act.
32             (6) (5)  Insurance of accounts  shall  be  effective
 
                            -14-     LRB093 06478 JLS 13967 a
 1        prior to issuance of a charter.
 2        (c)  The  Commissioner  may promulgate rules to implement
 3    and administer this Section.
 4    (Source: P.A. 86-1213.)

 5        (205 ILCS 205/3008 new)
 6        Sec. 3008.  Savings banks as limited liability companies.
 7    A savings bank  may  be  organized  as  a  limited  liability
 8    company,  may  convert to a limited liability company, or may
 9    merge with and into a limited liability company, pursuant  to
10    the  applicable  laws of this State and any rules promulgated
11    by the Commissioner. A savings bank organized  as  a  limited
12    liability  company  shall be subject to the provisions of the
13    Limited Liability  Company  Act  in  addition  to  this  Act,
14    provided  that,  if  a  provision  of  the  Limited Liability
15    Company Act conflicts  with  a  provision  of  this  Act,  as
16    determined  by  the  Commissioner,  the provision of this Act
17    shall apply.

18        (205 ILCS 205/8001) (from Ch. 17, par. 7308-1)
19        Sec. 8001.  Amendment of articles and bylaws or operating
20    agreement.  A  savings  bank  may  amend  its   articles   of
21    incorporation  or bylaws, or operating agreement if a limited
22    liability company, in accordance with the procedure set forth
23    in this Article, but those articles and bylaws  or  operating
24    agreement  shall conform to all legal requirements pertaining
25    to savings banks.  No amended article or bylaw  or  operating
26    agreement  shall  affect  any  existing  cause  of  action or
27    pending action to which the savings bank may be  a  party  or
28    existing   rights  of  persons  other  than  the  members  or
29    stockholders of the savings bank.  Any number  of  amendments
30    may  be  submitted  and  voted upon at any one meeting of the
31    members, stockholders, or board of directors.
32    (Source: P.A. 86-1213.)
 
                            -15-     LRB093 06478 JLS 13967 a
 1        Section 20.  The Limited Liability Company Act is amended
 2    by changing Sections 1-25, 5-5,  5-55,  37-5,  and  37-35  as
 3    follows:

 4        (805 ILCS 180/1-25)
 5        Sec.  1-25.  Nature  of  business.  A  limited  liability
 6    company  may  be  formed  for  any lawful purpose or business
 7    except:
 8             (1)  (blank) banking,   exclusive   of   fiduciaries
 9        organized for the  purpose  of  accepting  and  executing
10        trusts;
11             (2)  insurance  unless,  for the purpose of carrying
12        on business as a member of a group including incorporated
13        and individual unincorporated underwriters, the  Director
14        of  Insurance finds that the group meets the requirements
15        of subsection (3) of Section 86 of the Illinois Insurance
16        Code and the limited liability company, if insolvent,  is
17        subject to liquidation by the Director of Insurance under
18        Article XIII of the Illinois Insurance Code;
19             (3)  the   practice  of  dentistry  unless  all  the
20        members and managers are licensed as dentists  under  the
21        Illinois Dental Practice Act; or
22             (4)  the   practice   of  medicine  unless  all  the
23        managers, if any, are licensed to practice medicine under
24        the Medical Practice Act of 1987 and any of the following
25        conditions apply:
26                  (A)  the member  or  members  are  licensed  to
27             practice  medicine under the Medical Practice Act of
28             1987; or
29                  (B)  the member or  members  are  a  registered
30             medical   corporation   or   corporations  organized
31             pursuant to the Medical Corporation Act; or
32                  (C)  the member or members are  a  professional
33             corporation  organized  pursuant to the Professional
 
                            -16-     LRB093 06478 JLS 13967 a
 1             Service Corporation Act of  physicians  licensed  to
 2             practice medicine in all its branches; or
 3                  (D)  the   member  or  members  are  a  medical
 4             limited liability company or companies.
 5    (Source: P.A. 91-593, eff. 8-14-99; 92-144, eff. 7-24-01.)

 6        (805 ILCS 180/5-5)
 7        Sec. 5-5.  Articles of organization.
 8        (a)  The articles of organization shall set forth all  of
 9    the following:
10             (1)  The  name  of the limited liability company and
11        the address of its principal place of business which may,
12        but need not be a place of business in this State.
13             (2)  The purposes for which  the  limited  liability
14        company  is  organized,  which may be stated to be, or to
15        include, the transaction of any or all lawful  businesses
16        for  which  limited  liability companies may be organized
17        under this Act.
18             (3)  The  name  of  its  registered  agent  and  the
19        address of its registered office.
20             (4)  If the  limited  liability  company  is  to  be
21        managed  by a manager or managers, the names and business
22        addresses of the initial manager or managers.
23             (5)  If management of the limited liability  company
24        is  to  be vested in the members under Section 15-1, then
25        the names and addresses of the initial member or members.
26             (6)  The latest date, if any, upon which the limited
27        liability company is to  dissolve  and  other  events  of
28        dissolution,  if  any,  that  may  be  agreed upon by the
29        members under Section 35-1 hereof.
30             (7)  The name and address of each organizer.
31             (8)  Any other provision, not inconsistent with law,
32        that the members elect to set  out  in  the  articles  of
33        organization  for  the regulation of the internal affairs
 
                            -17-     LRB093 06478 JLS 13967 a
 1        of  the  limited   liability   company,   including   any
 2        provisions   that,   under  this  Act,  are  required  or
 3        permitted to be set out in the operating agreement of the
 4        limited liability company.
 5        (b)  A limited liability company is organized at the time
 6    articles of organization are filed by the Secretary of  State
 7    or  at any later time, not more than 60 days after the filing
 8    of the articles of organization, specified in the articles of
 9    organization.
10        (c)  Articles of organization for the organization  of  a
11    limited  liability  company  that is a bank, savings bank, or
12    savings and loan association, or for the  organization  of  a
13    limited  liability  company that is organized for the purpose
14    of accepting and executing trusts shall not be filed  by  the
15    Secretary  of  State until there is delivered to him or her a
16    statement executed by the Commissioner of the Office of Banks
17    and Real Estate or the appropriate federal regulator  of  the
18    bank, savings bank, or savings and loan association, that the
19    organizers   of  the  limited  liability  company  have  made
20    arrangements with the Commissioner of the Office of Banks and
21    Real Estate or the appropriate federal regulator of the bank,
22    savings bank, or savings and loan association, to comply with
23    the applicable State or  federal  law  pursuant  to  which  a
24    permit to organize or certificate of authority will be issued
25    Corporate Fiduciary Act.
26    (Source: P.A. 90-424, eff. 1-1-98.)

27        (805 ILCS 180/5-55)
28        Sec. 5-55.  Filing in Office of Secretary of State.
29        (a)  Whenever  any  provision  of  this  Act  requires  a
30    limited  liability  company  to  file  any  document with the
31    Office of the Secretary of State, the requirement means that:
32             (1)  the original document, executed as described in
33        Section 5-45, and, if required by this Act to be filed in
 
                            -18-     LRB093 06478 JLS 13967 a
 1        duplicate, one copy (which may  be  a  signed  carbon  or
 2        photocopy)  shall  be  delivered  to  the  Office  of the
 3        Secretary of State;
 4             (2)  all fees and charges authorized by  law  to  be
 5        collected  by  the  Secretary of State in connection with
 6        the filing of the  document  shall  be  tendered  to  the
 7        Secretary of State; and
 8             (3)  unless  the  Secretary  of State finds that the
 9        document does not conform to law, he or she  shall,  when
10        all fees have been paid:
11                  (A)  endorse  on  the  original and on the copy
12             the word "Filed" and the month, day, and year of the
13             filing thereof;
14                  (B)  file in his or her office the original  of
15             the document; and
16                  (C)  return the copy to the person who filed it
17             or to that person's representative.
18        (b)  If   another   Section   of  this  Act  specifically
19    prescribes a manner of filing or signing a specified document
20    that  differs  from  the  corresponding  provisions  of  this
21    Section, then the  provisions  of  the  other  Section  shall
22    govern.
23        (c)  Whenever  any  provision  of  this  Act  requires  a
24    limited  liability  company  that is a bank, savings bank, or
25    savings and loan association, to file any document  with  the
26    Office  of  the  Secretary  of  State,  a  duplicate  of such
27    document shall be filed with the Office  of  Banks  and  Real
28    Estate  or  the  appropriate  federal regulator of such bank,
29    savings bank, or savings and loan association, at  such  time
30    and  in  such  manner  as  may be prescribed by the Office of
31    Banks and Real Estate or the appropriate federal regulator of
32    such bank, savings bank, or savings and loan association.
33    (Source: P.A. 92-33, eff. 7-1-01.)
 
                            -19-     LRB093 06478 JLS 13967 a
 1        (805 ILCS 180/37-5)
 2        Sec. 37-5.  Definitions.  In this Article:
 3        "Corporation" means:(i) a corporation under the  Business
 4    Corporation Act of 1983, a predecessor law, or comparable law
 5    of  another  jurisdiction or (ii) subject to Section 37-35 of
 6    this Article, a bank,  savings  bank,  or  savings  and  loan
 7    association.
 8        "General  partner" means a partner in a partnership and a
 9    general partner in a limited partnership.
10        "Limited partner" means a limited partner  in  a  limited
11    partnership.
12        "Limited partnership" means a limited partnership created
13    under   the   Revised  Uniform  Limited  Partnership  Act,  a
14    predecessor law, or comparable law of another jurisdiction.
15        "Partner"  includes  a  general  partner  and  a  limited
16    partner.
17        "Partnership"  means  a  general  partnership  under  the
18    Uniform Partnership Act, a predecessor law, or comparable law
19    of another jurisdiction.
20        "Partnership agreement"  means  an  agreement  among  the
21    partners concerning the partnership or limited partnership.
22        "Shareholder" means a shareholder in a corporation.
23    (Source: P.A. 90-424, eff. 1-1-98.)

24        (805 ILCS 180/37-35)
25        Sec. 37-35.  Article not exclusive. This Article does not
26    preclude an entity from being converted or merged under other
27    law.   A  bank, savings bank, or savings and loan association
28    that converts to or merges with and into a limited  liability
29    company  shall  comply with the provisions of this Article to
30    the  extent  such  provisions  do  not  conflict   with   the
31    provisions of the applicable state or federal law pursuant to
32    which a charter has been issued to the bank, savings bank, or
33    savings  and loan association, as determined by the Office of
 
                            -20-     LRB093 06478 JLS 13967 a
 1    Banks and Real Estate or the appropriate federal regulator of
 2    such bank, savings bank, or savings and loan association.
 3    (Source: P.A. 90-424, eff. 1-1-98.)

 4        Section 99.  Effective date.  This Act takes effect  upon
 5    becoming law.".