Full Text of SB2885 100th General Assembly
SB2885eng 100TH GENERAL ASSEMBLY |
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| 1 | | AN ACT concerning regulation.
| 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 changing | 5 | | Sections 16 and 35 and by adding Section 80.5 as follows:
| 6 | | (205 ILCS 5/16) (from Ch. 17, par. 323)
| 7 | | Sec. 16. Directors. The business and affairs of a State | 8 | | bank shall be
managed by its board of directors that shall | 9 | | exercise its powers as follows:
| 10 | | (1) Directors shall be elected as provided in this Act. Any | 11 | | omission
to elect a director or directors shall not impair any | 12 | | of the rights and
privileges of the bank or of any person in | 13 | | any way interested. The existing
directors shall hold office | 14 | | until their successors are elected and qualify.
| 15 | | (2) (a) Notwithstanding the provisions of any charter | 16 | | heretofore or
hereafter issued, the number of directors, | 17 | | not fewer than 5
nor more than 25, may be fixed from time | 18 | | to time by the stockholders at any
meeting of the | 19 | | stockholders called for the purpose of electing directors
| 20 | | or changing the number thereof by the affirmative vote of | 21 | | at least
two-thirds of the outstanding stock entitled to | 22 | | vote at the
meeting, and the number so fixed shall be the | 23 | | board regardless of
vacancies until the number of directors |
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| 1 | | is thereafter changed by similar
action.
| 2 | | (b) Notwithstanding the minimum number of directors | 3 | | specified in
paragraph (a) of this subsection, a State bank | 4 | | that has been in existence
for 10 years or more and has | 5 | | less than $50,000,000 $20,000,000 in assets, as of the
| 6 | | December 31 immediately preceding the annual meeting of | 7 | | shareholders at
which directors are elected, may, subject | 8 | | to the approval of the
Commissioner, have a minimum of 3 | 9 | | directors; provided that if a State bank
has fewer than 5 | 10 | | directors, at least one director shall not be an officer
or | 11 | | employee of the bank. The Commissioner shall annually | 12 | | review the
appropriateness of the grant of authority to | 13 | | have a reduced minimum number
of directors pursuant to this | 14 | | paragraph (b).
| 15 | | (3) Except as otherwise provided in this paragraph (3), | 16 | | directors
shall hold office until the next annual meeting of | 17 | | the stockholders
succeeding their election or until their | 18 | | successors are elected and
qualify. If the board of directors | 19 | | consists of 6 or more members, in lieu
of electing the | 20 | | membership of the whole board of directors annually, the
| 21 | | charter or by-laws of a State bank may provide that the | 22 | | directors shall be
divided into either 2 or 3 classes, each | 23 | | class to be as nearly equal in
number as is possible. The term | 24 | | of office of directors of the first class
shall expire at the | 25 | | first annual meeting of the stockholders after their
election, | 26 | | that of the second class shall expire at the second annual
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| 1 | | meeting after their election, and that of the third class, if | 2 | | any, shall
expire at the third annual meeting after their | 3 | | election. At each annual
meeting after classification, the | 4 | | number of directors equal to the number
of the class whose | 5 | | terms expire at the time of the meeting shall be elected
to | 6 | | hold office until the second succeeding annual meeting, if | 7 | | there be 2
classes, or until the third succeeding annual | 8 | | meeting, if there be 3
classes. Vacancies may be filled by | 9 | | stockholders at a special meeting
called for the purpose.
| 10 | | If authorized by the bank's by-laws or an amendment | 11 | | thereto, the directors
of a State bank may properly fill a | 12 | | vacancy or vacancies arising between
shareholders' meetings, | 13 | | but at no time may the number of directors selected to
fill a | 14 | | vacancy in this manner during any interim period between | 15 | | shareholders'
meetings exceed 33 1/3% of the total membership | 16 | | of the board of directors.
| 17 | | (4) The board of directors shall hold regular meetings at | 18 | | least
once
each month, provided that, upon prior written | 19 | | approval by the Commissioner,
the board of directors may hold | 20 | | regular meetings less frequently than once
each month but at | 21 | | least once each calendar
quarter. A special meeting of the | 22 | | board of directors may be held as
provided by the by-laws. A | 23 | | special meeting of the board of directors may
also be held upon | 24 | | call by the Commissioner or a bank examiner appointed
under the | 25 | | provisions of this Act upon not less than 12 hours notice of
| 26 | | the meeting by personal service of the notice or by mailing the |
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| 1 | | notice to
each of the directors at his residence as shown by | 2 | | the books of the bank.
A majority of the board of directors | 3 | | shall constitute a quorum for the
transaction of business | 4 | | unless a greater number is required by the charter
or the | 5 | | by-laws. The act of the majority of the directors present at a
| 6 | | meeting at which a quorum is present shall be the act of the | 7 | | board of
directors unless the act of a greater number is | 8 | | required by the charter
or by the by-laws.
| 9 | | (5) A member of the board of directors shall be elected
| 10 | | president.
The board of directors may appoint other officers, | 11 | | as the by-laws may
provide, and fix their salaries to carry on | 12 | | the business of the bank. The
board of directors may make and | 13 | | amend by-laws (not inconsistent with this
Act) for the | 14 | | government of the bank and may, by the affirmative vote of a
| 15 | | majority of the board of directors, establish reasonable | 16 | | compensation of
all directors for services to the corporation | 17 | | as directors, officers, or
otherwise. An officer, whether | 18 | | elected or appointed by the board of
directors or appointed | 19 | | pursuant to the by-laws, may be removed by the board
of | 20 | | directors at any time.
| 21 | | (6) The board of directors shall cause suitable books and
| 22 | | records of all
the bank's transactions to be kept.
| 23 | | (7) (a) In discharging the duties of their respective | 24 | | positions, the
board
of directors, committees of the board, | 25 | | and individual directors may, in
considering the best long | 26 | | term and short term interests of the bank,
consider the |
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| 1 | | effects of any action (including, without limitation, | 2 | | action
that may involve or relate to a merger or potential | 3 | | merger or to a change
or potential change in control of the | 4 | | bank) upon employees, depositors,
suppliers, and customers | 5 | | of the corporation or its subsidiaries,
communities in | 6 | | which the main banking premises, branches, offices, or | 7 | | other
establishments of the bank or its subsidiaries are | 8 | | located, and all pertinent
factors.
| 9 | | (b) In discharging the duties of their respective | 10 | | positions, the board
of
directors, committees of the board, | 11 | | and individual directors shall be entitled
to rely on | 12 | | advice, information, opinions, reports or statements, | 13 | | including
financial statements and financial data, | 14 | | prepared or presented by: (i) one or
more officers or | 15 | | employees of the bank whom the director believes to be
| 16 | | reliable and competent in the matter presented; (ii) one or | 17 | | more counsels,
accountants, or other consultants as to | 18 | | matters that the director believes to
be within that | 19 | | person's professional or expert competence; or (iii) a | 20 | | committee
of the board upon which the director does not | 21 | | serve, as to matters within that
committee's designated | 22 | | authority; provided that the director's reliance under
| 23 | | this paragraph (b) is placed in good faith, after | 24 | | reasonable inquiry if the
need for such inquiry is apparent | 25 | | under the circumstances and without knowledge
that would | 26 | | cause such reliance to be unreasonable.
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| 1 | | (Source: P.A. 91-452, eff. 1-1-00; 92-476, eff. 8-23-01.)
| 2 | | (205 ILCS 5/35) (from Ch. 17, par. 343)
| 3 | | Sec. 35. Exemptions from loan and investment limits. The | 4 | | limitations in Sections 32, 33, 34, and 35.1 upon the
| 5 | | liabilities of any
one person and upon the purchase or holding | 6 | | of marketable investment
securities shall not apply to the | 7 | | following as to which there shall be no
limitation:
| 8 | | (1) Obligations of, or guaranteed by the United States or | 9 | | any department, bureau, board, commission, or establishment of | 10 | | the United States, including any corporation wholly owned, | 11 | | directly or indirectly, by the United States .
| 12 | | (2) Loans to or obligations of any person to the extent | 13 | | that they are
secured by not less than a like amount of bonds | 14 | | or notes of the United
States, or certificates of indebtedness | 15 | | of the United States, or Treasury
Bills of the United States or | 16 | | obligations fully guaranteed as to both
principal and interest | 17 | | by the United States, or to the extent that the same
shall be | 18 | | secured or covered by guaranty or by commitment or agreement to
| 19 | | take over or purchase, made by any Federal Reserve Bank or by | 20 | | the United
States or any department, bureau, board, commission | 21 | | or establishment of the
United States, including any | 22 | | corporation wholly owned, directly or
indirectly, by the United | 23 | | States.
| 24 | | (3) Obligations of any corporation wholly owned, directly | 25 | | or indirectly,
by the United States or of any agency or |
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| 1 | | instrumentality of the United
States.
| 2 | | (4) General obligations and tax anticipation
warrants of | 3 | | each state of the
United States and general obligations of each | 4 | | municipality located in
whole or in part in the
county in which | 5 | | the bank is located.
| 6 | | (5) Loans to or obligations of any person to the extent | 7 | | that they are
secured by not less than the same amount of | 8 | | general obligations and tax
anticipation warrants of each state | 9 | | of the United States and of each
municipality located in whole | 10 | | or in part in the county in which the bank is
located.
| 11 | | (6) Loans to or obligations of or investments in those | 12 | | subsidiaries,
established or acquired pursuant to subsection | 13 | | (12) of Section 5 of this
Act, all of the stock of which is | 14 | | owned by the bank.
| 15 | | (7) Loans or extensions of credit secured by a segregated | 16 | | deposit account
in the lending bank.
| 17 | | (8) Obligations of the State of Illinois, and obligations | 18 | | guaranteed by the
State of Illinois to the extent of the | 19 | | guarantee.
| 20 | | (9) To the ownership of certificates of participation in | 21 | | open-end
investment companies registered with the Securities | 22 | | and Exchange Commission
under the Investment Company Act of | 23 | | 1940 and Securities Act of 1933,
provided the portfolios of | 24 | | such investment companies consist wholly of
investments in | 25 | | which the bank could invest directly without limitation.
| 26 | | (Source: P.A. 90-301, eff. 8-1-97.)
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| 1 | | (205 ILCS 5/80.5 new) | 2 | | Sec. 80.5. Accounting of Administrative Expenses. Upon | 3 | | request of the Board, the Secretary shall provide information | 4 | | relating to the prior fiscal year, including: | 5 | | (1) all fees collected under Section 48 of this Act; | 6 | | (2) the total amount deposited into the Bank and Trust | 7 | | Company Fund; | 8 | | (3) the total administrative expenses for the fiscal | 9 | | year; and | 10 | | (4) the amount available to be applied as a credit | 11 | | against fees for the subsequent year as required by | 12 | | subsection (d-1) of Section 48 and the actual amount so | 13 | | credited.
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