Full Text of SB2338 95th General Assembly
SB2338eng 95TH GENERAL ASSEMBLY
|
|
|
SB2338 Engrossed |
|
LRB095 16921 MJR 42966 b |
|
| 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 |
| Section 15 as follows:
| 6 |
| (205 ILCS 5/15) (from Ch. 17, par. 322)
| 7 |
| Sec. 15. Stock and stockholders. Unless otherwise provided | 8 |
| for in this
Act, provisions of general application to capital | 9 |
| stock, preferred stock,
and stockholders of a State bank shall | 10 |
| be as follows:
| 11 |
| (1) There shall be an annual meeting of the stockholders | 12 |
| for the
election of directors each year on the first business | 13 |
| day in January,
unless some other date shall be fixed by the | 14 |
| by-laws. A special meeting of
the stockholders may be called at | 15 |
| any time by the board of directors, and
otherwise as may be | 16 |
| provided in the bylaws.
| 17 |
| (2) Written or printed notice stating the place, day, and | 18 |
| hour of the
meeting, and in case of a special meeting, the | 19 |
| purpose or purposes for
which the meeting is called, shall be | 20 |
| delivered not less than 10 nor more
than 40 days before the | 21 |
| date of the meeting either personally or by
mail, by or at the | 22 |
| direction of the president, or the secretary, or the
officer or | 23 |
| persons calling the meeting, to each stockholder of record
|
|
|
|
SB2338 Engrossed |
- 2 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| entitled to vote at the meeting. If mailed, the notice shall be | 2 |
| deemed to
be delivered when deposited in the United States mail | 3 |
| with postage thereon
prepaid addressed to the stockholder at | 4 |
| his address as it appears on the
records of the bank.
| 5 |
| (3) Except as provided below in this paragraph (3), each | 6 |
| outstanding share
shall be entitled to one vote on each matter | 7 |
| submitted to a vote at a
meeting of stockholders. Shares of its | 8 |
| own stock belonging to a bank shall
not be voted, directly or | 9 |
| indirectly, at any meeting and shall not be
counted in | 10 |
| determining the total number of outstanding shares at any given
| 11 |
| time, but shares of its own stock held by it in a fiduciary | 12 |
| capacity may be
voted and shall be counted in determining the | 13 |
| total number of outstanding
shares at any given time. A | 14 |
| stockholder may vote either in person or by
proxy executed in | 15 |
| writing by the stockholder or by his duly authorized
| 16 |
| attorney-in-fact. No proxy shall be valid after 11 months from | 17 |
| the date of
its execution, unless otherwise provided in the | 18 |
| proxy. Except as provided
below in this paragraph (3), in all | 19 |
| elections for directors every
stockholder (or subscriber to the | 20 |
| stock prior to the issuance of a charter)
shall have the right | 21 |
| to vote, in person or by proxy, for the number of
shares of | 22 |
| stock owned by him, for as many persons as there are directors | 23 |
| to
be elected, or to cumulate the shares and give one candidate | 24 |
| as many votes
as the number of directors multiplied by the | 25 |
| number of his or her shares of
stock shall equal, or to | 26 |
| distribute them on the same principle among as
many candidates |
|
|
|
SB2338 Engrossed |
- 3 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| as he or she shall think fit. The bank charter of any bank
| 2 |
| organized on or after January 1, 1984 may limit or eliminate | 3 |
| cumulative
voting rights in all or specified circumstances, or | 4 |
| may eliminate voting
rights entirely, as to any class or | 5 |
| classes or series of stock of the bank;
provided that one class | 6 |
| of shares or series thereof shall always have
voting rights in | 7 |
| respect of all matters in the bank. A bank organized prior
to | 8 |
| January 1, 1984 may amend its charter to eliminate cumulative | 9 |
| voting
rights under all or specified circumstances, or to | 10 |
| eliminate voting rights
entirely, as to any class or classes or | 11 |
| series of stock of the bank;
provided that one class of shares | 12 |
| or series thereof shall always have
voting rights in respect of | 13 |
| all matters in the bank, and provided further
that the proposal | 14 |
| to eliminate the voting rights receives the approval of
the | 15 |
| holders of 70% of the outstanding shares of stock entitled to | 16 |
| vote as
provided in paragraph (b) (7) of Section 17. A majority | 17 |
| of the outstanding
shares represented in person or by proxy | 18 |
| shall constitute a quorum at a
meeting of stockholders. In the | 19 |
| absence of a quorum a meeting may be
adjourned from time to | 20 |
| time without notice to the stockholders.
| 21 |
| (4) Whenever additional stock of a class is offered for | 22 |
| sale,
stockholders of record of the same class on the date of | 23 |
| the offer shall
have the right to subscribe to the proportion | 24 |
| of the shares as the stock
of the class held by them bears to | 25 |
| the total of the outstanding stock of
the class, and the price | 26 |
| thereof may be in excess of par value. This right
shall be |
|
|
|
SB2338 Engrossed |
- 4 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| transferable but shall terminate if not exercised within 60
| 2 |
| days of the offer, unless the Commissioner shall authorize a | 3 |
| shorter time.
If the right is not exercised, the stock shall | 4 |
| not be re-offered for sale
to others at a lower price without | 5 |
| the stockholders of the same class again
being accorded a | 6 |
| preemptive right to subscribe at the lower price.
| 7 |
| Notwithstanding any of the provisions of this paragraph (4) or | 8 |
| any other
provision of law, stockholders shall not have any | 9 |
| preemptive or other right
to subscribe for or to purchase or | 10 |
| acquire shares of capital stock issued
or to be issued under a | 11 |
| stock-option plan or upon conversion of preferred
stock or | 12 |
| convertible debentures or other convertible indebtedness that | 13 |
| has
been approved by stockholders in the manner required by the | 14 |
| provisions of
subsection (5) of Section 14 hereof or to | 15 |
| treasury stock acquired pursuant
to subsection (6) of Section | 16 |
| 14.
| 17 |
| (5) For the purpose of determining stockholders entitled to | 18 |
| notice of or
to vote at any meeting of stockholders, or | 19 |
| stockholders entitled to receive
payment of any dividend, or in | 20 |
| order to make a determination of
stockholders for any other | 21 |
| proper purpose, the board of directors of a bank
may provide | 22 |
| that the stock transfer books shall be closed for a stated
| 23 |
| period not to exceed, in any case, 40 days. In lieu of closing | 24 |
| the
stock transfer books, the board of directors may fix in | 25 |
| advance a date as
the record date for any determination of | 26 |
| stockholders, the date in
any case to be not more than 40 days, |
|
|
|
SB2338 Engrossed |
- 5 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| and in case of a meeting of
stockholders, not less than 10 days | 2 |
| prior to the date on which the
particular action, requiring the | 3 |
| determination of stockholders, is to be
taken. If the stock | 4 |
| transfer books are not closed and no record date is
fixed for | 5 |
| the determination of stockholders entitled to notice of or to
| 6 |
| vote at a meeting of stockholders, or stockholders entitled to | 7 |
| receive
payment of a dividend, the date on which notice of a | 8 |
| meeting is mailed or
the date on which the resolution of the | 9 |
| board of directors declaring the
dividend is adopted, as the | 10 |
| case may be, shall be the record date for the
determination of | 11 |
| stockholders.
| 12 |
| (6) Stock standing in the name of another corporation, | 13 |
| domestic or
foreign, may be voted by the officer, agent, or | 14 |
| proxy as the by-laws of
the corporation may prescribe, or, in | 15 |
| the absence of such provision, as
the board of directors of the | 16 |
| corporation may determine. Stock standing in
the name of a | 17 |
| deceased person may be voted by his or her administrator or
| 18 |
| executor, either in person or by proxy. Stock standing in the | 19 |
| name of a
guardian or trustee may be voted by that fiduciary | 20 |
| either in
person or by proxy. Shares standing in the name of a | 21 |
| receiver may be voted
by the receiver, and shares held by or | 22 |
| under control of a receiver may be
voted by the receiver | 23 |
| without the transfer thereof into his or her name if
authority | 24 |
| so to do be contained in an appropriate order of the court by
| 25 |
| which the receiver was appointed. A stockholder whose shares of | 26 |
| stock are
pledged shall be entitled to vote those shares until |
|
|
|
SB2338 Engrossed |
- 6 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| the shares have been
transferred into the name of the pledgee, | 2 |
| and thereafter the pledgee shall
be entitled to vote the shares | 3 |
| so transferred.
| 4 |
| (7) Shares of stock shall be transferable in accordance | 5 |
| with the general
laws of this State governing the transfer of | 6 |
| corporate shares.
| 7 |
| (8) The president and any other officer designated by the | 8 |
| board of directors and cashier of every State bank shall cause | 9 |
| to be
kept at all times a full and correct list of the names and | 10 |
| residences of
all the shareholders in the State bank and the | 11 |
| number of shares held by
each in the office where its business | 12 |
| is transacted. The list shall be
subject to the inspection of | 13 |
| all the shareholders of the
State bank and the officers | 14 |
| authorized to assess taxes under State
authority during | 15 |
| business hours of each day in which business may be
legally | 16 |
| transacted. A copy of the list, verified by the oath
of the
| 17 |
| president or cashier, shall be transmitted to the Commissioner | 18 |
| of Banks and
Real Estate within 10 days of any demand therefor | 19 |
| made
by the Commissioner.
| 20 |
| (9) Any number of shareholders of a bank may create a | 21 |
| voting trust for
the purpose of conferring upon a trustee or | 22 |
| trustees the right to vote or
otherwise represent their shares | 23 |
| for a period of not to exceed 10 years
by entering into a | 24 |
| written voting trust agreement specifying the terms and
| 25 |
| conditions of the voting trust and by transferring their shares | 26 |
| to the
trustee or trustees for the purposes of the agreement. |
|
|
|
SB2338 Engrossed |
- 7 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| The trust
agreement shall not become effective until a | 2 |
| counterpart of the agreement
is deposited with the bank at its | 3 |
| main banking premises. The counterpart of
the voting trust | 4 |
| agreement so deposited with the bank shall be subject to
the | 5 |
| same right of examination by a shareholder of the bank, in | 6 |
| person or by
agent or attorney, as is the record of | 7 |
| shareholders of the bank and shall
be subject to examination by | 8 |
| any holder of a beneficial interest in the
voting trust, either | 9 |
| in person or by agent or attorney, at any reasonable
time for | 10 |
| any proper purpose.
| 11 |
| (10) Voting agreements. Shareholders may provide for the | 12 |
| voting of their
shares by signing an agreement for that | 13 |
| purpose. A voting agreement
created under this paragraph is not | 14 |
| subject to the provisions of paragraph (9).
| 15 |
| A voting agreement created under this paragraph is | 16 |
| specifically
enforceable in accordance with the principles of | 17 |
| equity.
| 18 |
| (Source: P.A. 92-483, eff. 8-23-01.)
| 19 |
| Section 99. Effective date. This Act takes effect upon | 20 |
| becoming law.
|
|