Illinois General Assembly - Full Text of SB0683
Illinois General Assembly

Previous General Assemblies

Full Text of SB0683  93rd General Assembly

SB0683eng 93rd General Assembly


093_SB0683eng

 
SB683 Engrossed                      LRB093 06478 JLS 06601 b

 1        AN ACT concerning certain financial institutions.

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

 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
23    operating  agreement  if  a  limited  liability  company, not
24    inconsistent  with  its  charter  or  with   law,   for   the
25    administration  of  the affairs of the bank. If this Act does
26    not  provide  specific  guidance  in  matters  of   corporate
27    governance, the provisions of the Business Corporation Act of
28    1983  may  be  used  if  so  provided  in  the bylaws, or the
29    provisions of the Limited Liability Company Act may  be  used
30    if the bank is a limited liability company.
31        (4)  To  elect  or appoint and remove officers and agents
 
SB683 Engrossed             -2-      LRB093 06478 JLS 06601 b
 1    of  the  bank  and  define  their  duties   and   fix   their
 2    compensation.
 3        (5)  To   adopt   and  operate  reasonable  bonus  plans,
 4    profit-sharing plans, stock-bonus plans, stock-option  plans,
 5    pension  plans and similar incentive plans for its directors,
 6    officers and employees.
 7        (5.1)  To manage, operate and administer a fund  for  the
 8    investment of funds by a public agency or agencies, including
 9    any  unit  of  local  government  or  school district, or any
10    person.  The fund for a public agency  shall  invest  in  the
11    same   type  of  investments  and  be  subject  to  the  same
12    limitations provided for the investment of public funds.  The
13    fund for public agencies shall  maintain  a  separate  ledger
14    showing  the  amount  of investment for each public agency in
15    the fund. "Public funds" and "public agency" as used in  this
16    Section shall have the meanings ascribed to them in Section 1
17    of the Public Funds Investment Act.
18        (6)  To  make reasonable donations for the public welfare
19    or  for  charitable,  scientific,  religious  or  educational
20    purposes.
21        (7)  To borrow or incur an obligation; and to pledge  its
22    assets:
23             (a)  to secure its borrowings, its lease of personal
24        or real property or its other nondeposit obligations;
25             (b)  to  enable  it  to act as agent for the sale of
26        obligations of the United States;
27             (c)  to secure  deposits  of  public  money  of  the
28        United  States,  whenever  required  by  the  laws of the
29        United  States,  including  without  being  limited   to,
30        revenues and funds the deposit of which is subject to the
31        control  or regulation of the United States or any of its
32        officers, agents, or employees and Postal Savings funds;
33             (d)  to secure deposits of public money of any state
34        or of any political corporation  or  subdivision  thereof
 
SB683 Engrossed             -3-      LRB093 06478 JLS 06601 b
 1        including,  without  being limited to, revenues and funds
 2        the deposit  of  which  is  subject  to  the  control  or
 3        regulation  of  any state or of any political corporation
 4        or subdivisions thereof or  of  any  of  their  officers,
 5        agents, or employees;
 6             (e)  to  secure  deposits of money whenever required
 7        by the National Bankruptcy Act;
 8             (f)  (blank); and
 9             (g)  to  secure  trust  funds  commingled  with  the
10        bank's  funds,  whether  deposited  by  the  bank  or  an
11        affiliate of the bank, pursuant to  Section  2-8  of  the
12        Corporate Fiduciary Act.
13        (8)  To  own, possess, and carry as assets all or part of
14    the real estate necessary in or with which to do its  banking
15    business, either directly or indirectly through the ownership
16    of  all  or part of the capital stock, shares or interests in
17    any corporation, association, trust engaged  in  holding  any
18    part  or  parts  or all of the bank premises, engaged in such
19    business and in conducting a safe  deposit  business  in  the
20    premises or part of them, or engaged in any activity that the
21    bank  is  permitted  to  conduct  in a subsidiary pursuant to
22    paragraph (12) of this Section 5.
23        (9)  To own, possess, and  carry  as  assets  other  real
24    estate  to which it may obtain title in the collection of its
25    debts or that was  formerly  used  as  a  part  of  the  bank
26    premises,  but  title  to  any  real  estate except as herein
27    permitted shall not be retained by the bank, either  directly
28    or  by  or  through  a subsidiary, as permitted by subsection
29    (12) of this Section for a total period of more than 10 years
30    after acquiring title, either directly or indirectly.
31        (10)  To do any act, including the acquisition of  stock,
32    necessary  to  obtain  insurance  of  its  deposits,  or part
33    thereof, and any act necessary to obtain a guaranty, in whole
34    or in part, of any of its loans or investments by the  United
 
SB683 Engrossed             -4-      LRB093 06478 JLS 06601 b
 1    States  or  any agency thereof, and any act necessary to sell
 2    or otherwise dispose of any of its loans  or  investments  to
 3    the  United  States or any agency thereof, and to acquire and
 4    hold membership in the Federal Reserve System.
 5        (11)  Notwithstanding any other provisions of this Act or
 6    any other law, to do any act and to own, possess,  and  carry
 7    as assets property of the character, including stock, that is
 8    at  the  time authorized or permitted to national banks by an
 9    Act of Congress, but subject always to the  same  limitations
10    and  restrictions  as are applicable to national banks by the
11    pertinent federal law and subject to applicable provisions of
12    the Financial Institutions Insurance Sales Law.
13        (12)  To own, possess, and carry as assets stock  of  one
14    or  more corporations that is, or are, engaged in one or more
15    of the following businesses:
16             (a)  holding  title  to  and  administering   assets
17        acquired  as a result of the collection or liquidating of
18        loans, investments, or discounts; or
19             (b)  holding title  to  and  administering  personal
20        property  acquired  by  the  bank, directly or indirectly
21        through a subsidiary,  for  the  purpose  of  leasing  to
22        others,  provided  the lease or leases and the investment
23        of the bank, directly or through a  subsidiary,  in  that
24        personal  property  otherwise comply with Section 35.1 of
25        this Act; or
26             (c)  carrying  on  or  administering  any   of   the
27        activities  excepting  the  receipt  of  deposits  or the
28        payment of checks or other  orders  for  the  payment  of
29        money  in  which  a  bank  may  engage in carrying on its
30        general banking business; provided, however, that nothing
31        contained in this paragraph (c) shall be deemed to permit
32        a bank organized under this Act or subject hereto to  do,
33        either directly or indirectly through any subsidiary, any
34        act,  including  the making of any loan or investment, or
 
SB683 Engrossed             -5-      LRB093 06478 JLS 06601 b
 1        to own, possess, or carry as assets any property that  if
 2        done by or owned, possessed, or carried by the State bank
 3        would  be  in violation of or prohibited by any provision
 4        of this Act.
 5        The provisions of this subsection (12) shall not apply to
 6    and shall not be deemed to limit the powers of a  State  bank
 7    with  respect  to  the ownership, possession, and carrying of
 8    stock that a State bank is  permitted  to  own,  possess,  or
 9    carry under this Act.
10        Any  bank  intending to establish a subsidiary under this
11    subsection (12) shall give written notice to the Commissioner
12    60 days prior to the subsidiary's commencing of business  or,
13    as the case may be, prior to acquiring stock in a corporation
14    that  has  already  commenced  business.  After receiving the
15    notice, the Commissioner may waive or reduce the  balance  of
16    the  60  day notice period.  The Commissioner may specify the
17    form of the notice and may promulgate rules  and  regulations
18    to administer this subsection (12).
19        (13)  To   accept  for  payment  at  a  future  date  not
20    exceeding one year from the date of acceptance, drafts  drawn
21    upon  it  by  its customers; and to issue, advise, or confirm
22    letters of credit authorizing the  holders  thereof  to  draw
23    drafts upon it or its correspondents.
24        (14)  To  own and lease personal property acquired by the
25    bank at the request of a  prospective  lessee  and  upon  the
26    agreement  of  that  person  to  lease  the personal property
27    provided that the lease, the agreement with respect  thereto,
28    and  the amount of the investment of the bank in the property
29    comply with Section 35.1 of this Act.
30        (15) (a)  To establish and maintain, in addition  to  the
31        main  banking  premises,  branches  offering  any banking
32        services permitted at the  main  banking  premises  of  a
33        State bank.
34             (b)  To  establish and maintain, after May 31, 1997,
 
SB683 Engrossed             -6-      LRB093 06478 JLS 06601 b
 1        branches in another state that may conduct  any  activity
 2        in  that  state  that  is authorized or permitted for any
 3        bank that has a banking charter  issued  by  that  state,
 4        subject to the same limitations and restrictions that are
 5        applicable to banks chartered by that state.
 6        (16)  (Blank).
 7        (17)  To  establish and maintain terminals, as authorized
 8    by the Electronic Fund Transfer Act.
 9        (18)  To establish and maintain temporary service  booths
10    at  any  International  Fair  held  in  this  State  which is
11    approved by the United States Department of Commerce, for the
12    duration of the international fair for the  sole  purpose  of
13    providing  a  convenient place for foreign trade customers at
14    the fair to exchange  their  home  countries'  currency  into
15    United  States currency or the converse. This power shall not
16    be construed  as  establishing  a  new  place  or  change  of
17    location for the bank providing the service booth.
18        (19)  To  indemnify  its  officers, directors, employees,
19    and agents, as authorized for corporations under Section 8.75
20    of the Business Corporation Act of 1983.
21        (20)  To own, possess, and carry as assets stock  of,  or
22    be  or  become  a member of, any corporation, mutual company,
23    association, trust, or other entity  formed  exclusively  for
24    the  purpose  of providing directors' and officers' liability
25    and bankers' blanket bond insurance or reinsurance to and for
26    the benefit of the stockholders, members,  or  beneficiaries,
27    or  their assets or businesses, or their officers, directors,
28    employees, or agents, and not to or for the  benefit  of  any
29    other person or entity or the public generally.
30        (21)  To  make debt or equity investments in corporations
31    or projects, whether for profit or not for  profit,  designed
32    to  promote the development of the community and its welfare,
33    provided that  the  aggregate  investment  in  all  of  these
34    corporations and in all of these projects does not exceed 10%
 
SB683 Engrossed             -7-      LRB093 06478 JLS 06601 b
 1    of  the unimpaired capital and unimpaired surplus of the bank
 2    and  provided  that  this  limitation  shall  not  apply   to
 3    creditworthy  loans  by  the  bank  to  those corporations or
 4    projects.  Upon written application to  the  Commissioner,  a
 5    bank  may make an investment that would, when aggregated with
 6    all other such investments,  exceed  10%  of  the  unimpaired
 7    capital  and unimpaired surplus of the bank. The Commissioner
 8    may approve the investment if he is of the opinion and  finds
 9    that the proposed investment will not have a material adverse
10    effect on the safety and soundness of the bank.
11        (22)  To own, possess, and carry as assets the stock of a
12    corporation engaged in the ownership or operation of a travel
13    agency  or  to  operate  a  travel  agency  as  a part of its
14    business.
15        (23)  With respect to affiliate facilities:
16             (a)  to conduct at affiliate facilities for  and  on
17        behalf  of  another commonly owned bank, if so authorized
18        by the other bank, all transactions that the  other  bank
19        is authorized or permitted to perform; and
20             (b)  to  authorize  a commonly owned bank to conduct
21        for and on behalf of it any of  the  transactions  it  is
22        authorized  or  permitted  to  perform  at  one  or  more
23        affiliate facilities.
24        Any  bank intending to conduct or to authorize a commonly
25    owned bank to conduct at an affiliate  facility  any  of  the
26    transactions  specified  in  this  paragraph  (23) shall give
27    written notice to the Commissioner at least  30  days  before
28    any such transaction is conducted at the affiliate facility.
29        (24)  To  act  as  the agent for any fire, life, or other
30    insurance company authorized by the  State  of  Illinois,  by
31    soliciting  and  selling insurance and collecting premiums on
32    policies issued by such company; and to receive for  services
33    so  rendered  such  fees or commissions as may be agreed upon
34    between the bank and the insurance company for which  it  may
 
SB683 Engrossed             -8-      LRB093 06478 JLS 06601 b
 1    act  as  agent; provided, however, that no such bank shall in
 2    any case assume or guarantee the payment of  any  premium  on
 3    insurance   policies   issued   through  its  agency  by  its
 4    principal; and provided further,  that  the  bank  shall  not
 5    guarantee  the  truth  of any statement made by an assured in
 6    filing his application for insurance.
 7        (25)  Notwithstanding any other provisions of this Act or
 8    any other law, to offer any product or service that is at the
 9    time  authorized  or  permitted  to   any   insured   savings
10    association  or out-of-state bank by applicable law, provided
11    that powers conferred only by this subsection (25):
12             (a)  shall always be subject to the same limitations
13        and restrictions  that  are  applicable  to  the  insured
14        savings  association or out-of-state bank for the product
15        or service by such applicable law;
16             (b)  shall be subject to  applicable  provisions  of
17        the Financial Institutions Insurance Sales Law;
18             (c)  shall not include the right to own or conduct a
19        real  estate brokerage business for which a license would
20        be required under the laws of this State; and
21             (d)  shall  not  be   construed   to   include   the
22        establishment  or maintenance of a branch, nor shall they
23        be construed to limit the establishment or maintenance of
24        a branch pursuant to subsection (11).
25        Not less than 30 days before  engaging  in  any  activity
26    under  the authority of this subsection, a bank shall provide
27    written notice to the Commissioner of its intent to engage in
28    the activity.  The notice shall indicate the specific federal
29    or state law, rule, regulation, or  interpretation  the  bank
30    intends to use as authority to engage in the activity.
31    (Source: P.A.  91-330,  eff.  7-29-99;  91-849, eff. 6-22-00;
32    92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)

33        (205 ILCS 5/10) (from Ch. 17, par. 317)
 
SB683 Engrossed             -9-      LRB093 06478 JLS 06601 b
 1        Sec. 10. Permit to organize.
 2        (a)  Upon the filing of an application for  a  permit  to
 3    organize, the Commissioner shall investigate the truth of the
 4    statements  therein  and  shall  consider the proposed bank's
 5    capital structure, its future earnings prospects, the general
 6    character, experience, and  qualifications  of  its  proposed
 7    management,   its   proposed   plan  of  operation,  and  the
 8    convenience and needs of the area sought to  be  served,  and
 9    notwithstanding  the provisions of Section 7 of this Act, the
10    Commissioner shall not approve the application  and  issue  a
11    permit  to  organize  unless  he  shall be of the opinion and
12    finds:
13             (1)  that the proposed capital at  least  meets  the
14        minimum  requirements  of  this  Act  determined  by  the
15        Commissioner  pursuant to Section 7 of this Act including
16        additional capital necessitated by the  circumstances  of
17        the   proposed   bank   including  its  size,   scope  of
18        operations and market in which it proposes to operate;
19             (2)  that  the   future   earnings   prospects   are
20        favorable;
21             (3)  that  the  general  character,  experience, and
22        qualifications  of  its  proposed  management   and   its
23        proposed   plan  of  operation  are  such  as  to  assure
24        reasonable  promise  of  successful,   safe   and   sound
25        operation;
26             (4)  that  the  name of the proposed bank is not the
27        same as or deceptively similar to a  name  reserved  with
28        the  Commissioner's  office  under  Section 9.5 or to the
29        name of any other bank then operating in this State; and
30             (5)  that the convenience  and  needs  of  the  area
31        sought  to  be  served  by  the  proposed  bank  will  be
32        promoted; and.
33             (6)  if   the   proposed  bank  will  be  a  limited
34        liability company, that the articles of  organization  of
 
SB683 Engrossed             -10-     LRB093 06478 JLS 06601 b
 1        the  limited  liability  company  have  been executed and
 2        delivered to the  Secretary  of  State  as  specified  in
 3        Sections  5-5  and  5-45 of the Limited Liability Company
 4        Act.
 5        (b)  The Commissioner shall revoke the permit to organize
 6    and order liquidation of any funds  collected  in  the  event
 7    that  the  organizers  do  not  obtain  a  charter  from  the
 8    Commissioner authorizing the bank to commence business within
 9    6  months from the date of the issuance of the permit, unless
10    a request has been submitted, in writing, to the Commissioner
11    for an extension and the request has been approved.
12        (c)  The  Commissioner  may   impose   such   terms   and
13    conditions, if any, on the issuance of the permit to organize
14    as  the  Commissioner deems appropriate and necessary for the
15    organization of the bank.
16    (Source: P.A. 91-452, eff. 1-1-00; 92-483, eff. 8-23-01.)

17        (205 ILCS 5/13.6 new)
18        Sec. 13.6.  Banks as limited liability companies. A  bank
19    may  be organized as a limited liability company, may convert
20    to a limited liability company, or may merge with and into  a
21    limited liability company, pursuant to the applicable laws of
22    this  State  and any rules promulgated by the Commissioner. A
23    bank organized  as  a  limited  liability  company  shall  be
24    subject  to  the  provisions of the Limited Liability Company
25    Act in addition to this Act, provided that, if a provision of
26    the Limited Liability Company Act conflicts with a  provision
27    of this Act, as determined by the Commissioner, the provision
28    of this Act shall apply.

29        Section 10.  The Illinois Savings and Loan Act of 1985 is
30    amended  by  changing Sections 2-4 and 6-1 and adding Section
31    2-10 as follows:
 
SB683 Engrossed             -11-     LRB093 06478 JLS 06601 b
 1        (205 ILCS 105/2-4) (from Ch. 17, par. 3302-4)
 2        Sec. 2-4.  Commissioner's approval and issuance of permit
 3    to organize.
 4        The Commissioner shall not approve  the  application  and
 5    issue a permit to organize unless he shall find:
 6        (a)  That  the proposed capital meets the requirements of
 7    this Act;
 8        (b)  That  the  general   character   of   the   proposed
 9    management is such as to assure reasonable probability of the
10    success of the association;
11        (c)  That  insurance  of  withdrawable  capital  shall be
12    effective prior to the issuance of a Certificate of  Complete
13    Organization;
14        (d)  Any  other  conditions which the Commissioner in his
15    discretion shall  find  are  necessary  to  assure  that  the
16    association  shall  be  operated  in a safe and sound manner,
17    including due regard for the need for the association in  its
18    community  or the area it proposes to serve and the impact on
19    properly conducted existing associations in  the  same  area;
20    and
21        (e)  That the name of the proposed association is not the
22    same  as,  or  deceptively  similar to, the name of any other
23    association in the community or area  of  operation;  and  no
24    such  name  shall  contain the words "guaranty", "Guarantee",
25    "insured", or any other word the meaning of which might imply
26    that the association is insured by the insurance  corporation
27    unless  in  fact such insurance or a commitment to insure has
28    been obtained, and such prohibition shall likewise extend  to
29    an  association  amending  its  articles  of incorporation to
30    change its name; and.
31        (f)  If  the  proposed  association  will  be  a  limited
32    liability company, that the articles of organization  of  the
33    limited liability company have been executed and delivered to
34    the  Secretary of State as specified in Sections 5-5 and 5-45
 
SB683 Engrossed             -12-     LRB093 06478 JLS 06601 b
 1    of the Limited Liability Company Act.
 2    (Source: P.A. 84-543.)

 3        (205 ILCS 105/2-10 new)
 4        Sec. 2-10.  Associations as limited liability  companies.
 5    An  association  may  be  organized  as  a  limited liability
 6    company, may convert to a limited liability company,  or  may
 7    merge  with and into a limited liability company, pursuant to
 8    the applicable laws of this State and any  rules  promulgated
 9    by  the  Commissioner.  An association organized as a limited
10    liability company shall be subject to the provisions  of  the
11    Limited  Liability  Company  Act  in  addition  to  this Act,
12    provided that,  if  a  provision  of  the  Limited  Liability
13    Company  Act  conflicts  with  a  provision  of  this Act, as
14    determined by the Commissioner, the  provision  of  this  Act
15    shall apply.

16        (205 ILCS 105/6-1) (from Ch. 17, par. 3306-1)
17        Sec.  6-1.  Amendment  of  articles  of  incorporation or
18    operating agreement. An association may amend its articles of
19    incorporation, or operating agreement if a limited  liability
20    company,  from time to time, in accordance with the procedure
21    prescribed in this Article; but  the  Articles  or  operating
22    agreement,   as   amended,   shall   conform   to  all  legal
23    requirements which pertain to original articles or  operating
24    agreements  adopted at the time of such amendment. Any number
25    of amendments may be submitted to the members, and voted upon
26    by them, at one meeting.
27    (Source: P.A. 84-543.)

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

30        (205 ILCS 205/3005) (from Ch. 17, par. 7303-5)
 
SB683 Engrossed             -13-     LRB093 06478 JLS 06601 b
 1        Sec. 3005. Permit to organize.
 2        (a)  The  Commissioner may require additional information
 3    and conduct whatever  investigation  necessary  to  determine
 4    whether   to  issue  a  permit  to  organize,  including  the
 5    subpoenaing of books and records, taking of public testimony,
 6    and conducting hearings.  The applicants shall share  jointly
 7    and severally the expense of the investigations.
 8        (b)  The Commissioner must find and declare, based on the
 9    record of application and his investigation that:
10             (1)  The  proposed  management,  business  plan, and
11        capitalization promise to meet regulatory requirements.
12             (2)  The application information is not in dispute.
13             (3)  The proposed name is not deceptively similar to
14        that of  other  financial  institutions  within  an  area
15        defined by regulation of the Commissioner.
16             (4)  The  proposed  business plan and capitalization
17        promise to serve the  needs  of  the  community  and  its
18        residents.
19             (5)  If  the proposed savings bank will be a limited
20        liability company, that the articles of  organization  of
21        the  limited  liability  company  have  been executed and
22        delivered to the  Secretary  of  State  as  specified  in
23        Sections  5-5  and  5-45 of the Limited Liability Company
24        Act.
25             (6) (5)  Insurance of accounts  shall  be  effective
26        prior to issuance of a charter.
27        (c)  The  Commissioner  may promulgate rules to implement
28    and administer this Section.
29    (Source: P.A. 86-1213.)

30        (205 ILCS 205/3008 new)
31        Sec. 3008.  Savings banks as limited liability companies.
32    A savings bank  may  be  organized  as  a  limited  liability
33    company,  may  convert to a limited liability company, or may
 
SB683 Engrossed             -14-     LRB093 06478 JLS 06601 b
 1    merge with and into a limited liability company, pursuant  to
 2    the  applicable  laws of this State and any rules promulgated
 3    by the Commissioner. A savings bank organized  as  a  limited
 4    liability  company  shall be subject to the provisions of the
 5    Limited Liability  Company  Act  in  addition  to  this  Act,
 6    provided  that,  if  a  provision  of  the  Limited Liability
 7    Company Act conflicts  with  a  provision  of  this  Act,  as
 8    determined  by  the  Commissioner,  the provision of this Act
 9    shall apply.

10        (205 ILCS 205/8001) (from Ch. 17, par. 7308-1)
11        Sec. 8001.  Amendment of articles and bylaws or operating
12    agreement.  A  savings  bank  may  amend  its   articles   of
13    incorporation  or bylaws, or operating agreement if a limited
14    liability company, in accordance with the procedure set forth
15    in this Article, but those articles and bylaws  or  operating
16    agreement  shall conform to all legal requirements pertaining
17    to savings banks.  No amended article or bylaw  or  operating
18    agreement  shall  affect  any  existing  cause  of  action or
19    pending action to which the savings bank may be  a  party  or
20    existing   rights  of  persons  other  than  the  members  or
21    stockholders of the savings bank.  Any number  of  amendments
22    may  be  submitted  and  voted upon at any one meeting of the
23    members, stockholders, or board of directors.
24    (Source: P.A. 86-1213.)

25        Section 20.  The Limited Liability Company Act is amended
26    by changing Sections 1-25, 5-5,  5-55,  37-5,  and  37-35  as
27    follows:

28        (805 ILCS 180/1-25)
29        Sec.  1-25.  Nature  of  business.  A  limited  liability
30    company  may  be  formed  for  any lawful purpose or business
31    except:
 
SB683 Engrossed             -15-     LRB093 06478 JLS 06601 b
 1             (1)  (blank) banking,   exclusive   of   fiduciaries
 2        organized for the  purpose  of  accepting  and  executing
 3        trusts;
 4             (2)  insurance  unless,  for the purpose of carrying
 5        on business as a member of a group including incorporated
 6        and individual unincorporated underwriters, the  Director
 7        of  Insurance finds that the group meets the requirements
 8        of subsection (3) of Section 86 of the Illinois Insurance
 9        Code and the limited liability company, if insolvent,  is
10        subject to liquidation by the Director of Insurance under
11        Article XIII of the Illinois Insurance Code;
12             (3)  the   practice  of  dentistry  unless  all  the
13        members and managers are licensed as dentists  under  the
14        Illinois Dental Practice Act; or
15             (4)  the   practice   of  medicine  unless  all  the
16        managers, if any, are licensed to practice medicine under
17        the Medical Practice Act of 1987 and any of the following
18        conditions apply:
19                  (A)  the member  or  members  are  licensed  to
20             practice  medicine under the Medical Practice Act of
21             1987; or
22                  (B)  the member or  members  are  a  registered
23             medical   corporation   or   corporations  organized
24             pursuant to the Medical Corporation Act; or
25                  (C)  the member or members are  a  professional
26             corporation  organized  pursuant to the Professional
27             Service Corporation Act of  physicians  licensed  to
28             practice medicine in all its branches; or
29                  (D)  the   member  or  members  are  a  medical
30             limited liability company or companies.
31    (Source: P.A. 91-593, eff. 8-14-99; 92-144, eff. 7-24-01.)

32        (805 ILCS 180/5-5)
33        Sec. 5-5.  Articles of organization.
 
SB683 Engrossed             -16-     LRB093 06478 JLS 06601 b
 1        (a)  The articles of organization shall set forth all  of
 2    the following:
 3             (1)  The  name  of the limited liability company and
 4        the address of its principal place of business which may,
 5        but need not be a place of business in this State.
 6             (2)  The purposes for which  the  limited  liability
 7        company  is  organized,  which may be stated to be, or to
 8        include, the transaction of any or all lawful  businesses
 9        for  which  limited  liability companies may be organized
10        under this Act.
11             (3)  The  name  of  its  registered  agent  and  the
12        address of its registered office.
13             (4)  If the  limited  liability  company  is  to  be
14        managed  by a manager or managers, the names and business
15        addresses of the initial manager or managers.
16             (5)  If management of the limited liability  company
17        is  to  be vested in the members under Section 15-1, then
18        the names and addresses of the initial member or members.
19             (6)  The latest date, if any, upon which the limited
20        liability company is to  dissolve  and  other  events  of
21        dissolution,  if  any,  that  may  be  agreed upon by the
22        members under Section 35-1 hereof.
23             (7)  The name and address of each organizer.
24             (8)  Any other provision, not inconsistent with law,
25        that the members elect to set  out  in  the  articles  of
26        organization  for  the regulation of the internal affairs
27        of  the  limited   liability   company,   including   any
28        provisions   that,   under  this  Act,  are  required  or
29        permitted to be set out in the operating agreement of the
30        limited liability company.
31        (b)  A limited liability company is organized at the time
32    articles of organization are filed by the Secretary of  State
33    or  at any later time, not more than 60 days after the filing
34    of the articles of organization, specified in the articles of
 
SB683 Engrossed             -17-     LRB093 06478 JLS 06601 b
 1    organization.
 2        (c)  Articles of organization for the organization  of  a
 3    limited  liability  company  that is a bank, savings bank, or
 4    savings and loan association, or for the  organization  of  a
 5    limited  liability  company that is organized for the purpose
 6    of accepting and executing trusts shall not be filed  by  the
 7    Secretary  of  State until there is delivered to him or her a
 8    statement executed by the Commissioner of the Office of Banks
 9    and Real Estate or the appropriate federal regulator  of  the
10    bank, savings bank, or savings and loan association, that the
11    organizers   of  the  limited  liability  company  have  made
12    arrangements with the Commissioner of the Office of Banks and
13    Real Estate or the appropriate federal regulator of the bank,
14    savings bank, or savings and loan association, to comply with
15    the applicable State or  federal  law  pursuant  to  which  a
16    permit to organize or certificate of authority will be issued
17    Corporate Fiduciary Act.
18    (Source: P.A. 90-424, eff. 1-1-98.)

19        (805 ILCS 180/5-55)
20        Sec. 5-55.  Filing in Office of Secretary of State.
21        (a)  Whenever  any  provision  of  this  Act  requires  a
22    limited  liability  company  to  file  any  document with the
23    Office of the Secretary of State, the requirement means that:
24             (1)  the original document, executed as described in
25        Section 5-45, and, if required by this Act to be filed in
26        duplicate, one copy (which may  be  a  signed  carbon  or
27        photocopy)  shall  be  delivered  to  the  Office  of the
28        Secretary of State;
29             (2)  all fees and charges authorized by  law  to  be
30        collected  by  the  Secretary of State in connection with
31        the filing of the  document  shall  be  tendered  to  the
32        Secretary of State; and
33             (3)  unless  the  Secretary  of State finds that the
 
SB683 Engrossed             -18-     LRB093 06478 JLS 06601 b
 1        document does not conform to law, he or she  shall,  when
 2        all fees have been paid:
 3                  (A)  endorse  on  the  original and on the copy
 4             the word "Filed" and the month, day, and year of the
 5             filing thereof;
 6                  (B)  file in his or her office the original  of
 7             the document; and
 8                  (C)  return the copy to the person who filed it
 9             or to that person's representative.
10        (b)  If   another   Section   of  this  Act  specifically
11    prescribes a manner of filing or signing a specified document
12    that  differs  from  the  corresponding  provisions  of  this
13    Section, then the  provisions  of  the  other  Section  shall
14    govern.
15        (c)  Whenever  any  provision  of  this  Act  requires  a
16    limited  liability  company  that is a bank, savings bank, or
17    savings and loan association, to file any document  with  the
18    Office  of  the  Secretary  of  State,  a  duplicate  of such
19    document shall be filed with the Office  of  Banks  and  Real
20    Estate  or  the  appropriate  federal regulator of such bank,
21    savings bank, or savings and loan association, at  such  time
22    and  in  such  manner  as  may be prescribed by the Office of
23    Banks and Real Estate or the appropriate federal regulator of
24    such bank, savings bank, or savings and loan association.
25    (Source: P.A. 92-33, eff. 7-1-01.)

26        (805 ILCS 180/37-5)
27        Sec. 37-5.  Definitions.  In this Article:
28        "Corporation" means: (i) a corporation under the Business
29    Corporation Act of 1983, a predecessor law, or comparable law
30    of another jurisdiction or (ii) subject to Section  37-35  of
31    this  Article,  a  bank,  savings  bank,  or savings and loan
32    association.
33        "General partner" means a partner in a partnership and  a
 
SB683 Engrossed             -19-     LRB093 06478 JLS 06601 b
 1    general partner in a limited partnership.
 2        "Limited  partner"  means  a limited partner in a limited
 3    partnership.
 4        "Limited partnership" means a limited partnership created
 5    under  the  Revised  Uniform  Limited  Partnership   Act,   a
 6    predecessor law, or comparable law of another jurisdiction.
 7        "Partner"  includes  a  general  partner  and  a  limited
 8    partner.
 9        "Partnership"  means  a  general  partnership  under  the
10    Uniform Partnership Act, a predecessor law, or comparable law
11    of another jurisdiction.
12        "Partnership  agreement"  means  an  agreement  among the
13    partners concerning the partnership or limited partnership.
14        "Shareholder" means a shareholder in a corporation.
15    (Source: P.A. 90-424, eff. 1-1-98.)

16        (805 ILCS 180/37-35)
17        Sec. 37-35.  Article not exclusive. This Article does not
18    preclude an entity from being converted or merged under other
19    law.  A bank, savings bank, or savings and  loan  association
20    that  converts to or merges with and into a limited liability
21    company shall comply with the provisions of this  Article  to
22    the   extent   such  provisions  do  not  conflict  with  the
23    provisions of the applicable state or federal law pursuant to
24    which a charter has been issued to the bank, savings bank, or
25    savings and loan association, as determined by the Office  of
26    Banks and Real Estate or the appropriate federal regulator of
27    such bank, savings bank, or savings and loan association.
28    (Source: P.A. 90-424, eff. 1-1-98.)

29        Section  99.  Effective date.  This Act takes effect upon
30    becoming law.