Full Text of SB2338 95th General Assembly
SB2338enr 95TH GENERAL ASSEMBLY
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| AN ACT concerning regulation.
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| Be it enacted by the People of the State of Illinois,
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| represented in the General Assembly:
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| Section 5. The Illinois Banking Act is amended by changing | 5 |
| Sections 2, 5c, 13, and 15 as follows:
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| (205 ILCS 5/2) (from Ch. 17, par. 302)
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| Sec. 2. General definitions. In this Act, unless the | 8 |
| context otherwise
requires, the following words and phrases | 9 |
| shall have the following meanings:
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| "Accommodation party" shall have the meaning ascribed to | 11 |
| that term in
Section 3-419 of the Uniform Commercial Code.
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| "Action" in the sense of a judicial proceeding includes | 13 |
| recoupments,
counterclaims, set-off, and any other proceeding | 14 |
| in which
rights are determined.
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| "Affiliate facility" of a bank means a main banking | 16 |
| premises or branch
of another commonly owned bank.
The main | 17 |
| banking premises or any branch of a bank
may be an "affiliate | 18 |
| facility" with respect to one or more other commonly owned
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| banks.
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| "Appropriate federal banking agency" means the Federal | 21 |
| Deposit Insurance
Corporation, the Federal Reserve Bank of | 22 |
| Chicago, or the Federal Reserve Bank
of St. Louis, as | 23 |
| determined by federal law.
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| "Bank" means any person doing a banking business whether | 2 |
| subject to the
laws of this or any other jurisdiction.
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| A "banking house", "branch", "branch bank" or "branch
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| office" shall mean any place of business of a bank at which | 5 |
| deposits are
received, checks paid, or loans made, but shall | 6 |
| not include any place at
which only records thereof are made, | 7 |
| posted, or kept. A place of business
at which deposits are | 8 |
| received, checks paid, or loans made shall not be
deemed to be | 9 |
| a branch, branch bank, or branch office if the place of
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| business is adjacent to and connected with the main banking | 11 |
| premises, or if
it is separated from the main banking premises | 12 |
| by not more than an alley;
provided always that (i) if the | 13 |
| place of business is separated by an alley
from the main | 14 |
| banking premises there is a connection between the two by
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| public or private way or by subterranean or overhead passage, | 16 |
| and (ii) if
the place of business is in a building not wholly | 17 |
| occupied by the bank, the
place of business shall not be within | 18 |
| any office or room in which any other
business or service of | 19 |
| any kind or nature other than the business of the
bank is | 20 |
| conducted or carried on. A place of business at which deposits | 21 |
| are
received, checks paid, or loans made shall not be deemed to | 22 |
| be a branch,
branch bank, or branch office (i) of any bank if | 23 |
| the place is a terminal established and maintained in | 24 |
| accordance with
paragraph
(17) of Section 5 of this Act, or | 25 |
| (ii) of a commonly owned bank
by virtue of
transactions | 26 |
| conducted at that place on behalf of the other commonly owned |
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| bank
under paragraph (23) of Section 5 of this Act if the place | 2 |
| is an affiliate
facility with respect to the other bank.
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| "Branch of an out-of-state bank" means a branch established | 4 |
| or maintained in
Illinois by an out-of-state bank as a result | 5 |
| of a merger between an Illinois
bank and the out-of-state bank | 6 |
| that occurs on or after May 31, 1997, or any
branch established | 7 |
| by the out-of-state bank following the merger.
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| "Bylaws" means the bylaws of a bank that are adopted by the | 9 |
| bank's board of
directors or shareholders for the regulation | 10 |
| and management of the bank's
affairs. If the bank operates as a | 11 |
| limited liability company, however, "bylaws"
means the | 12 |
| operating
agreement of the bank.
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| "Call report fee" means the fee to be paid to the
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| Commissioner by each State bank pursuant to paragraph (a) of | 15 |
| subsection (3)
of Section 48 of this Act.
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| "Capital" includes the aggregate of outstanding capital | 17 |
| stock and
preferred stock.
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| "Cash flow reserve account" means the account within the | 19 |
| books and records
of the Commissioner of Banks and Real Estate | 20 |
| used to
record funds designated to maintain a reasonable Bank | 21 |
| and Trust Company Fund
operating balance to meet agency | 22 |
| obligations on a timely basis.
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| "Charter" includes the original charter and all amendments | 24 |
| thereto
and articles of merger or consolidation.
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| "Commissioner" means the Commissioner of Banks and Real | 26 |
| Estate or a person
authorized by the Commissioner, the Office |
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| of Banks and Real Estate
Act, or this Act to act in the | 2 |
| Commissioner's stead.
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| "Commonly owned banks" means 2 or more banks that each | 4 |
| qualify as a bank
subsidiary of the same bank holding company | 5 |
| pursuant to Section 18 of the
Federal Deposit Insurance Act; | 6 |
| "commonly owned bank" refers to one of a group
of commonly | 7 |
| owned banks but only with respect to one or more of the other | 8 |
| banks
in the same group.
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| "Community" means a city, village, or incorporated town and | 10 |
| also includes
the area served by the banking offices of a bank, | 11 |
| but need not be limited or
expanded to conform to the | 12 |
| geographic boundaries of units of local
government.
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| "Company" means a corporation, limited liability company, | 14 |
| partnership,
business trust,
association, or similar | 15 |
| organization and, unless specifically excluded,
includes a | 16 |
| "State bank" and a "bank".
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| "Consolidating bank" means a party to a consolidation.
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| "Consolidation" takes place when 2 or more banks, or a | 19 |
| trust company and
a bank, are extinguished and by the same | 20 |
| process a new bank is created,
taking over the assets and | 21 |
| assuming the liabilities of the banks or trust
company passing | 22 |
| out of existence.
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| "Continuing bank" means a merging bank, the charter of | 24 |
| which becomes the
charter of the resulting bank.
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| "Converting bank" means a State bank converting to become a | 26 |
| national
bank, or a national bank converting to become a State |
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| bank.
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| "Converting trust company" means a trust company | 3 |
| converting to become a
State bank.
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| "Court" means a court of competent jurisdiction.
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| "Director" means a member of the board of directors of a | 6 |
| bank. In the case
of a manager-managed limited liability | 7 |
| company, however, "director" means a
manager of
the bank and, | 8 |
| in the case of a member-managed limited liability company,
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| "director" means a member of the bank. The term "director" does | 10 |
| not include an
advisory director, honorary director, director | 11 |
| emeritus, or similar person,
unless the person is otherwise | 12 |
| performing
functions similar to those of a member of the board | 13 |
| of directors.
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| "Eligible depository institution" means an insured savings | 15 |
| association
that is in default, an insured savings association | 16 |
| that is in danger of
default, a State or national bank that is | 17 |
| in default or a State or
national bank that is in danger of | 18 |
| default, as those terms are defined in this
Section, or a new | 19 |
| bank as that term defined in Section 11(m) of the Federal
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| Deposit Insurance Act or a bridge bank as that term is defined | 21 |
| in Section 11(n)
of the Federal Deposit Insurance Act or a new | 22 |
| federal savings association
authorized under Section | 23 |
| 11(d)(2)(f) of the Federal Deposit Insurance Act.
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| "Fiduciary" means trustee, agent, executor, administrator, | 25 |
| committee,
guardian for a minor or for a person under legal | 26 |
| disability, receiver,
trustee in bankruptcy, assignee for |
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| creditors, or any holder of similar
position of trust.
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| "Financial institution" means a bank, savings bank, | 3 |
| savings and loan association,
credit union, or any licensee | 4 |
| under the Consumer Installment Loan Act or
the Sales Finance | 5 |
| Agency Act and, for purposes of Section 48.3, any
proprietary | 6 |
| network, funds transfer corporation, or other entity providing
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| electronic funds transfer services, or any corporate | 8 |
| fiduciary, its
subsidiaries, affiliates, parent company, or | 9 |
| contractual service provider
that is examined by the | 10 |
| Commissioner. For purposes of Section 5c and subsection (b) of | 11 |
| Section 13 of this Act, "financial institution" includes any | 12 |
| proprietary network, funds transfer corporation, or other | 13 |
| entity providing electronic funds transfer services, and any | 14 |
| corporate fiduciary.
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| "Foundation" means the Illinois Bank Examiners' Education | 16 |
| Foundation.
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| "General obligation" means a bond, note, debenture, | 18 |
| security, or other
instrument evidencing an obligation of the | 19 |
| government entity that is the
issuer that is supported by the
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| full available resources of the issuer, the principal and | 21 |
| interest of which
is payable in whole or in part by taxation.
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| "Guarantee" means an undertaking or promise to answer for | 23 |
| payment of
another's debt or performance of another's duty, | 24 |
| liability, or obligation
whether "payment guaranteed" or | 25 |
| "collection guaranteed".
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| "In danger of default" means a State or national bank, a |
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| federally chartered
insured savings association or an Illinois | 2 |
| state chartered insured savings
association with respect to | 3 |
| which the Commissioner or the appropriate
federal banking | 4 |
| agency has advised the Federal Deposit Insurance
Corporation | 5 |
| that:
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| (1) in the opinion of the Commissioner or the | 7 |
| appropriate federal
banking agency,
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| (A) the State or national bank or insured savings | 9 |
| association is not
likely to be able to meet the | 10 |
| demands of the State or national bank's or
savings | 11 |
| association's obligations in the normal course of | 12 |
| business; and
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| (B) there is no reasonable prospect that the State | 14 |
| or national bank or
insured savings association will be | 15 |
| able to meet those demands or pay those
obligations | 16 |
| without federal assistance; or
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| (2) in the opinion of the Commissioner or the | 18 |
| appropriate federal
banking agency,
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| (A) the State or national bank or insured savings | 20 |
| association has
incurred or is likely to incur losses | 21 |
| that will deplete all or substantially
all of its | 22 |
| capital; and
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| (B) there is no reasonable prospect that the | 24 |
| capital of the State
or national bank or insured | 25 |
| savings association will be replenished without
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| federal assistance.
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| "In default" means, with respect to a State or national | 2 |
| bank or an insured
savings association, any adjudication or | 3 |
| other official determination by any
court of competent | 4 |
| jurisdiction, the Commissioner, the appropriate federal
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| banking agency, or other public authority pursuant to which a | 6 |
| conservator, receiver,
or other legal custodian is appointed | 7 |
| for a State or national bank or an
insured savings association.
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| "Insured savings association" means any federal savings | 9 |
| association chartered
under Section 5 of the federal Home | 10 |
| Owners' Loan Act and any State savings
association chartered | 11 |
| under the Illinois Savings and Loan Act of 1985 or a
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| predecessor Illinois statute, the deposits of which are insured | 13 |
| by the Federal
Deposit Insurance Corporation. The term also | 14 |
| includes a savings bank organized
or operating under the | 15 |
| Savings Bank Act.
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| "Insured savings association in recovery" means an insured | 17 |
| savings
association that is not an eligible depository | 18 |
| institution and that does
not meet the minimum capital | 19 |
| requirements applicable with respect to the
insured savings | 20 |
| association.
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| "Issuer" means for purposes of Section 33 every person who | 22 |
| shall have
issued or proposed to issue any security; except | 23 |
| that (1) with respect to
certificates of deposit, voting trust | 24 |
| certificates, collateral-trust
certificates, and certificates | 25 |
| of interest or shares in an unincorporated
investment trust not | 26 |
| having a board of directors (or persons performing
similar |
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| functions), "issuer" means the person or persons performing the
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| acts and assuming the duties of depositor or manager pursuant | 3 |
| to the
provisions of the trust, agreement, or instrument under | 4 |
| which the
securities are issued; (2) with respect to trusts | 5 |
| other than those
specified in clause (1) above, where the | 6 |
| trustee is a corporation
authorized to accept and execute | 7 |
| trusts, "issuer" means the entrusters,
depositors, or creators | 8 |
| of the trust and any manager or committee charged
with the | 9 |
| general direction of the affairs of the trust pursuant to the
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| provisions of the agreement or instrument creating the trust; | 11 |
| and (3) with
respect to equipment trust certificates or like | 12 |
| securities, "issuer" means
the person to whom the equipment or | 13 |
| property is or is to be leased or
conditionally sold.
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| "Letter of credit" and "customer" shall have the meanings | 15 |
| ascribed to
those terms in Section 5-102 of the Uniform | 16 |
| Commercial Code.
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| "Main banking premises" means the location that is | 18 |
| designated in a
bank's charter as its main office.
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| "Maker or obligor" means for purposes of Section 33 the | 20 |
| issuer of a
security, the promisor in a debenture or other debt | 21 |
| security, or the
mortgagor or grantor of a trust deed or | 22 |
| similar conveyance of a security
interest in real or personal | 23 |
| property.
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| "Merged bank" means a merging bank that is not the | 25 |
| continuing, resulting,
or surviving bank in a consolidation or | 26 |
| merger.
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| "Merger" includes consolidation.
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| "Merging bank" means a party to a bank merger.
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| "Merging trust company" means a trust company party to a | 4 |
| merger with
a State bank.
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| "Mid-tier bank holding company" means a corporation that | 6 |
| (a) owns 100% of
the issued and outstanding shares of each | 7 |
| class of stock of a State bank, (b)
has no other subsidiaries, | 8 |
| and (c) 100% of the issued and outstanding shares of
the | 9 |
| corporation are owned by a parent bank holding company.
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| "Municipality" means any municipality, political | 11 |
| subdivision, school
district, taxing district, or agency.
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| "National bank" means a national banking association | 13 |
| located in this
State and after May 31, 1997, means a national | 14 |
| banking association without
regard to its location.
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| "Out-of-state bank" means a bank chartered under the laws | 16 |
| of a state other
than Illinois, a territory of the United | 17 |
| States, or the District of Columbia.
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| "Parent bank holding company" means a corporation that is a | 19 |
| bank holding
company as that term is defined in the Illinois | 20 |
| Bank Holding Company Act of
1957 and owns 100% of the issued | 21 |
| and outstanding shares of a mid-tier bank
holding company.
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| "Person" means an individual, corporation, limited | 23 |
| liability company,
partnership, joint
venture, trust, estate, | 24 |
| or unincorporated association.
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| "Public agency" means the State of Illinois, the various | 26 |
| counties,
townships,
cities, towns, villages, school |
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| districts, educational service regions, special
road | 2 |
| districts, public water supply districts, fire protection | 3 |
| districts,
drainage districts, levee districts, sewer | 4 |
| districts, housing authorities, the
Illinois Bank Examiners' | 5 |
| Education Foundation, the Chicago Park District, and
all other | 6 |
| political corporations or subdivisions of the State of | 7 |
| Illinois,
whether now or hereafter created, whether herein | 8 |
| specifically mentioned or
not, and shall also include any other
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| state or any political corporation or subdivision of another | 10 |
| state.
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| "Public funds" or "public money" means
current operating | 12 |
| funds, special funds, interest and sinking funds, and funds
of | 13 |
| any kind or character belonging to, in the custody of, or | 14 |
| subject to the
control or regulation of the United States or a | 15 |
| public agency. "Public funds"
or "public money" shall include | 16 |
| funds held by any of the officers, agents, or
employees of the | 17 |
| United States or of a public agency in the course of their
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| official duties and, with respect to public money of the United | 19 |
| States, shall
include Postal Savings funds.
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| "Published" means, unless the context requires otherwise, | 21 |
| the publishing
of the notice or instrument referred to in some | 22 |
| newspaper of general
circulation in the community in which the | 23 |
| bank is located at least once
each week for 3 successive weeks. | 24 |
| Publishing shall be accomplished by, and
at the expense of, the | 25 |
| bank required to publish. Where publishing is
required, the | 26 |
| bank shall submit to the Commissioner that evidence of the
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| publication as the Commissioner shall deem appropriate.
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| "Qualified financial contract" means any security | 3 |
| contract,
commodity contract, forward contract, including spot | 4 |
| and
forward foreign exchange contracts, repurchase agreement, | 5 |
| swap agreement, and
any
similar agreement, any option to enter | 6 |
| into any such agreement, including any
combination of the | 7 |
| foregoing, and any master agreement for such agreements.
A | 8 |
| master agreement, together with all supplements thereto, shall | 9 |
| be treated
as one qualified financial contract. The contract, | 10 |
| option, agreement, or
combination of contracts, options, or | 11 |
| agreements shall be reflected upon the
books, accounts, or | 12 |
| records of the bank, or a party to the contract shall
provide | 13 |
| documentary evidence of such agreement.
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| "Recorded" means the filing or recording of the notice or | 15 |
| instrument
referred to in the office of the Recorder of the | 16 |
| county wherein
the bank is located.
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| "Resulting bank" means the bank resulting from a merger or | 18 |
| conversion.
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| "Securities" means stocks, bonds, debentures, notes, or | 20 |
| other similar
obligations.
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| "Stand-by letter of credit" means a letter of credit under | 22 |
| which drafts
are payable upon the condition the customer has | 23 |
| defaulted in performance of
a duty, liability, or obligation.
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| "State bank" means any banking corporation that has a | 25 |
| banking charter
issued by the Commissioner under
this Act.
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| "State Banking Board" means the State Banking Board of |
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| Illinois.
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| "Subsidiary" with respect to a specified company means a | 3 |
| company that is
controlled by the specified company. For | 4 |
| purposes of paragraphs (8) and (12)
of Section 5 of this Act, | 5 |
| "control" means the exercise of operational or
managerial | 6 |
| control of a corporation by the bank, either alone or together | 7 |
| with
other affiliates of the bank.
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| "Surplus" means the aggregate of (i) amounts paid in excess | 9 |
| of the par
value of capital stock and preferred stock; (ii) | 10 |
| amounts contributed other
than for capital stock and preferred | 11 |
| stock and allocated to the surplus
account; and (iii) amounts | 12 |
| transferred from undivided profits.
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| "Tier 1 Capital" and "Tier 2 Capital" have the meanings | 14 |
| assigned to those
terms in regulations promulgated for the | 15 |
| appropriate federal banking agency of
a state bank, as those | 16 |
| regulations are now or hereafter amended.
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| "Trust company" means a limited liability company or | 18 |
| corporation
incorporated in this State for the
purpose of | 19 |
| accepting and executing trusts.
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| "Undivided profits" means undistributed earnings less | 21 |
| discretionary
transfers to surplus.
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| "Unimpaired capital and unimpaired surplus", for the | 23 |
| purposes of paragraph
(21) of Section 5 and Sections 32, 33, | 24 |
| 34, 35.1, 35.2, and 47 of this Act means
the sum of the state | 25 |
| bank's Tier 1 Capital and Tier 2 Capital plus such other
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| shareholder equity as may be included by
regulation of the |
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| Commissioner. Unimpaired capital and unimpaired surplus
shall | 2 |
| be calculated on the basis of the date of the last quarterly | 3 |
| call report
filed with the Commissioner preceding the date of | 4 |
| the transaction for which the
calculation is made, provided | 5 |
| that: (i) when a material event occurs after the
date of the | 6 |
| last quarterly call report filed with the Commissioner that | 7 |
| reduces
or increases the bank's unimpaired capital and | 8 |
| unimpaired surplus by 10% or
more, then the unimpaired capital | 9 |
| and unimpaired surplus shall be calculated
from the date of the | 10 |
| material
event for a transaction conducted after the date of | 11 |
| the material event; and
(ii) if the Commissioner determines for | 12 |
| safety and soundness reasons that a
state bank should calculate | 13 |
| unimpaired capital and unimpaired surplus more
frequently than | 14 |
| provided by this paragraph, the Commissioner may by written
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| notice direct the bank to calculate unimpaired capital and | 16 |
| unimpaired surplus
at a more frequent interval. In the case of | 17 |
| a state bank newly chartered under
Section 13 or a state bank | 18 |
| resulting from a merger, consolidation, or
conversion under | 19 |
| Sections 21 through 26 for which no preceding quarterly call
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| report has been filed with the Commissioner, unimpaired capital | 21 |
| and unimpaired
surplus shall be calculated for the first | 22 |
| calendar quarter on the basis of the
effective date of the | 23 |
| charter, merger, consolidation, or conversion.
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| (Source: P.A. 92-483, eff. 8-23-01; 93-561, eff. 1-1-04.)
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| (205 ILCS 5/5c) (from Ch. 17, par. 312.2)
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| Sec. 5c. Ownership of a bankers' bank. A With the approval | 2 |
| of
the Commissioner, a bank may acquire shares
of stock of a | 3 |
| bank or holding company which owns or controls such bank if
the | 4 |
| stock of such bank or company is owned exclusively (except to | 5 |
| the extent
directors' qualifying shares are required by law) by | 6 |
| depository institutions
or depository institution holding | 7 |
| companies and such bank or company and
all subsidiaries thereof | 8 |
| are engaged exclusively
in providing services to or for other | 9 |
| financial depository institutions, their
holding companies, | 10 |
| and the officers,
directors, and employees of such institutions | 11 |
| and companies, and in providing
correspondent banking services | 12 |
| at the request of other financial depository institutions
or | 13 |
| their holding companies (also referred to as a "bankers' | 14 |
| bank"). The bank may also provide products and services to its | 15 |
| officers, directors, and employees. In no
event shall the total | 16 |
| amount of such stock
held by a bank in such bank or holding | 17 |
| company exceed 10 percent of its
capital and surplus (including | 18 |
| undivided profits) and in no event shall
a bank acquire more | 19 |
| than 5 percent of any class of voting securities of
such bank | 20 |
| or company.
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| (Source: P.A. 89-603, eff. 8-2-96.)
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| (205 ILCS 5/13) (from Ch. 17, par. 320)
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| Sec. 13. Issuance of charter.
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| (a) When the directors have organized as provided in | 25 |
| Section 12 of this
Act, and the capital stock and the preferred |
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| stock, if any, together with a
surplus of not less than 50% of | 2 |
| the capital,
has been all fully paid in and a record of the | 3 |
| same
filed with the Commissioner, the Commissioner or some | 4 |
| competent
person of the Commissioner's appointment shall make a | 5 |
| thorough
examination into the affairs of the proposed bank, and | 6 |
| if satisfied (i)
that
all the requirements of this Act have | 7 |
| been complied with, (ii) that
no
intervening circumstance has | 8 |
| occurred to change the Commissioner's findings
made pursuant to | 9 |
| Section 10 of this Act, and (iii) that the prior involvement
by | 10 |
| any stockholder who will own a sufficient amount of stock to | 11 |
| have control,
as defined in Section 18 of this Act, of the | 12 |
| proposed bank with any other
financial institution, whether as | 13 |
| stockholder, director, officer, or customer,
was conducted in a | 14 |
| safe and sound manner, upon payment into the
Commissioner's | 15 |
| office of the reasonable expenses of the
examination, as | 16 |
| determined by the Commissioner, the Commissioner shall
issue a | 17 |
| charter authorizing the bank to commence business as authorized | 18 |
| in
this Act. All charters issued by the Commissioner or any | 19 |
| predecessor
agency which chartered State banks, including any | 20 |
| charter outstanding as of
September 1, 1989, shall be | 21 |
| perpetual. For the 2 years after the Commissioner
has issued a | 22 |
| charter to a bank, the bank shall request and obtain from the
| 23 |
| Commissioner prior written approval before it may change senior | 24 |
| management
personnel or directors.
| 25 |
| The original charter, duly certified by the Commissioner, | 26 |
| or a certified copy
shall be evidence in all courts and places
|
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| of the existence and authority of the bank to do business. Upon | 2 |
| the
issuance of the charter by the Commissioner, the bank
shall | 3 |
| be deemed fully organized and may
proceed to do business. The | 4 |
| Commissioner may, in the Commissioner's
discretion, withhold | 5 |
| the issuing of the charter when the Commissioner has
reason to | 6 |
| believe that the bank is organized for any purpose other than
| 7 |
| that contemplated by this Act. The Commissioner shall
revoke | 8 |
| the charter and order liquidation in the event that the bank | 9 |
| does
not commence a general banking business within one year | 10 |
| from the date of
the issuance of the charter, unless a request | 11 |
| has been submitted, in
writing, to the Commissioner for an | 12 |
| extension and the request has been
approved. After commencing a | 13 |
| general
banking business, a bank may
change
its name by filing | 14 |
| written notice with the Commissioner at least 30 days
prior
to | 15 |
| the effective date of such change. A bank chartered under this | 16 |
| Act may
change its main banking premises by filing written | 17 |
| application with the
Commissioner, on forms prescribed by the | 18 |
| Commissioner, provided (i) the change
shall not be a removal to | 19 |
| a new location without complying with the capital
requirements | 20 |
| of Section 7 and of subsection (1) of Section 10 of this Act; | 21 |
| (ii)
the Commissioner approves the relocation or change; and | 22 |
| (iii) the bank
complies with any applicable federal law or | 23 |
| regulation. The application
shall be deemed to be approved if | 24 |
| the Commissioner has not acted on the
application within 30 | 25 |
| days after receipt of the application, unless within the
30-day | 26 |
| time frame the Commissioner informs the bank that an extension |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| of time
is
necessary prior to the Commissioner's action on the | 2 |
| application.
| 3 |
| (b) (1) The Commissioner may also issue a charter to a bank | 4 |
| that is owned
exclusively by other depository institutions | 5 |
| or depository institution holding
companies and is | 6 |
| organized to engage exclusively in providing services to or
| 7 |
| for other financial depository institutions, their holding | 8 |
| companies, and the officers,
directors, and employees of | 9 |
| such institutions and companies, and in providing
| 10 |
| correspondent banking services at the request of other | 11 |
| financial depository institutions
or their holding | 12 |
| companies (also referred to as a "bankers' bank"). The bank | 13 |
| may also provide products and services to its officers, | 14 |
| directors, and employees.
| 15 |
| (2) A bank chartered pursuant to paragraph (1) shall, | 16 |
| except as otherwise
specifically determined or limited by | 17 |
| the Commissioner in an order or
pursuant to a rule, be | 18 |
| vested with the same rights
and privileges and subject to | 19 |
| the same duties, restrictions, penalties,
and liabilities | 20 |
| now or hereafter imposed under this Act.
| 21 |
| (c) A bank chartered under this Act after November 1, 1985, | 22 |
| and an
out-of-state bank that merges with a State bank and | 23 |
| establishes or maintains a
branch in this State after
May 31, | 24 |
| 1997, shall obtain
from and, at all times while it accepts or | 25 |
| retains deposits, maintain with
the Federal Deposit Insurance | 26 |
| Corporation, or such other instrumentality of
or corporation |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| chartered by the United States, deposit insurance as
authorized | 2 |
| under federal law.
| 3 |
| (d) (i) A bank that has a banking charter issued by the | 4 |
| Commissioner under
this Act may, pursuant to a written | 5 |
| purchase and assumption agreement,
transfer substantially | 6 |
| all of its assets to another State bank or national
bank in | 7 |
| consideration, in whole or in part, for the transferee | 8 |
| banks'
assumption of any part or all of its liabilities. | 9 |
| Such a transfer shall in
no way be deemed to impair the | 10 |
| charter of the transferor bank or cause the
transferor bank | 11 |
| to forfeit any of its rights, powers, interests,
| 12 |
| franchises, or privileges as a State bank, nor shall any | 13 |
| voluntary
reduction in the transferor bank's activities | 14 |
| resulting from the transfer
have any such effect; provided, | 15 |
| however, that a State bank that transfers
substantially all | 16 |
| of its assets pursuant to this subsection (d) and
following | 17 |
| the transfer does not accept deposits and make loans, shall | 18 |
| not
have any rights, powers, interests, franchises, or | 19 |
| privileges under
subsection (15) of Section 5 of this Act | 20 |
| until the bank has resumed
accepting deposits and making | 21 |
| loans.
| 22 |
| (ii) The fact that a State bank does not resume | 23 |
| accepting deposits and
making loans for a period of 24 | 24 |
| months commencing on September 11, 1989 or on a
date of the | 25 |
| transfer of substantially all of a State bank's assets, | 26 |
| whichever
is later, or such longer period as the |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| Commissioner may allow in writing, may
be the basis for a | 2 |
| finding by the Commissioner under Section 51 of this Act
| 3 |
| that the bank is unable to continue operations.
| 4 |
| (iii) The authority provided by subdivision (i) of this | 5 |
| subsection
(d) shall terminate on May 31, 1997, and no bank | 6 |
| that has transferred
substantially all of its assets | 7 |
| pursuant to this subsection (d) shall continue
in existence | 8 |
| after May 31, 1997.
| 9 |
| (Source: P.A. 91-322, eff. 1-1-00; 92-483, eff. 8-23-01.)
| 10 |
| (205 ILCS 5/15) (from Ch. 17, par. 322)
| 11 |
| Sec. 15. Stock and stockholders. Unless otherwise provided | 12 |
| for in this
Act, provisions of general application to capital | 13 |
| stock, preferred stock,
and stockholders of a State bank shall | 14 |
| be as follows:
| 15 |
| (1) There shall be an annual meeting of the stockholders | 16 |
| for the
election of directors each year on the first business | 17 |
| day in January,
unless some other date shall be fixed by the | 18 |
| by-laws. A special meeting of
the stockholders may be called at | 19 |
| any time by the board of directors, and
otherwise as may be | 20 |
| provided in the bylaws.
| 21 |
| (2) Written or printed notice stating the place, day, and | 22 |
| hour of the
meeting, and in case of a special meeting, the | 23 |
| purpose or purposes for
which the meeting is called, shall be | 24 |
| delivered not less than 10 nor more
than 40 days before the | 25 |
| date of the meeting either personally or by
mail, by or at the |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| direction of the president, or the secretary, or the
officer or | 2 |
| persons calling the meeting, to each stockholder of record
| 3 |
| entitled to vote at the meeting. If mailed, the notice shall be | 4 |
| deemed to
be delivered when deposited in the United States mail | 5 |
| with postage thereon
prepaid addressed to the stockholder at | 6 |
| his address as it appears on the
records of the bank.
| 7 |
| (3) Except as provided below in this paragraph (3), each | 8 |
| outstanding share
shall be entitled to one vote on each matter | 9 |
| submitted to a vote at a
meeting of stockholders. Shares of its | 10 |
| own stock belonging to a bank shall
not be voted, directly or | 11 |
| indirectly, at any meeting and shall not be
counted in | 12 |
| determining the total number of outstanding shares at any given
| 13 |
| time, but shares of its own stock held by it in a fiduciary | 14 |
| capacity may be
voted and shall be counted in determining the | 15 |
| total number of outstanding
shares at any given time. A | 16 |
| stockholder may vote either in person or by
proxy executed in | 17 |
| writing by the stockholder or by his duly authorized
| 18 |
| attorney-in-fact. No proxy shall be valid after 11 months from | 19 |
| the date of
its execution, unless otherwise provided in the | 20 |
| proxy. Except as provided
below in this paragraph (3), in all | 21 |
| elections for directors every
stockholder (or subscriber to the | 22 |
| stock prior to the issuance of a charter)
shall have the right | 23 |
| to vote, in person or by proxy, for the number of
shares of | 24 |
| stock owned by him, for as many persons as there are directors | 25 |
| to
be elected, or to cumulate the shares and give one candidate | 26 |
| as many votes
as the number of directors multiplied by the |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| number of his or her shares of
stock shall equal, or to | 2 |
| distribute them on the same principle among as
many candidates | 3 |
| as he or she shall think fit. The bank charter of any bank
| 4 |
| organized on or after January 1, 1984 may limit or eliminate | 5 |
| cumulative
voting rights in all or specified circumstances, or | 6 |
| may eliminate voting
rights entirely, as to any class or | 7 |
| classes or series of stock of the bank;
provided that one class | 8 |
| of shares or series thereof shall always have
voting rights in | 9 |
| respect of all matters in the bank. A bank organized prior
to | 10 |
| January 1, 1984 may amend its charter to eliminate cumulative | 11 |
| voting
rights under all or specified circumstances, or to | 12 |
| eliminate voting rights
entirely, as to any class or classes or | 13 |
| series of stock of the bank;
provided that one class of shares | 14 |
| or series thereof shall always have
voting rights in respect of | 15 |
| all matters in the bank, and provided further
that the proposal | 16 |
| to eliminate the voting rights receives the approval of
the | 17 |
| holders of 70% of the outstanding shares of stock entitled to | 18 |
| vote as
provided in paragraph (b) (7) of Section 17. A majority | 19 |
| of the outstanding
shares represented in person or by proxy | 20 |
| shall constitute a quorum at a
meeting of stockholders. In the | 21 |
| absence of a quorum a meeting may be
adjourned from time to | 22 |
| time without notice to the stockholders.
| 23 |
| (4) Whenever additional stock of a class is offered for | 24 |
| sale,
stockholders of record of the same class on the date of | 25 |
| the offer shall
have the right to subscribe to the proportion | 26 |
| of the shares as the stock
of the class held by them bears to |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| the total of the outstanding stock of
the class, and the price | 2 |
| thereof may be in excess of par value. This right
shall be | 3 |
| transferable but shall terminate if not exercised within 60
| 4 |
| days of the offer, unless the Commissioner shall authorize a | 5 |
| shorter time.
If the right is not exercised, the stock shall | 6 |
| not be re-offered for sale
to others at a lower price without | 7 |
| the stockholders of the same class again
being accorded a | 8 |
| preemptive right to subscribe at the lower price.
| 9 |
| Notwithstanding any of the provisions of this paragraph (4) or | 10 |
| any other
provision of law, stockholders shall not have any | 11 |
| preemptive or other right
to subscribe for or to purchase or | 12 |
| acquire shares of capital stock issued
or to be issued under a | 13 |
| stock-option plan or upon conversion of preferred
stock or | 14 |
| convertible debentures or other convertible indebtedness that | 15 |
| has
been approved by stockholders in the manner required by the | 16 |
| provisions of
subsection (5) of Section 14 hereof or to | 17 |
| treasury stock acquired pursuant
to subsection (6) of Section | 18 |
| 14.
| 19 |
| (5) For the purpose of determining stockholders entitled to | 20 |
| notice of or
to vote at any meeting of stockholders, or | 21 |
| stockholders entitled to receive
payment of any dividend, or in | 22 |
| order to make a determination of
stockholders for any other | 23 |
| proper purpose, the board of directors of a bank
may provide | 24 |
| that the stock transfer books shall be closed for a stated
| 25 |
| period not to exceed, in any case, 40 days. In lieu of closing | 26 |
| the
stock transfer books, the board of directors may fix in |
|
|
|
SB2338 Enrolled |
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LRB095 16921 MJR 42966 b |
|
| 1 |
| advance a date as
the record date for any determination of | 2 |
| stockholders, the date in
any case to be not more than 40 days, | 3 |
| and in case of a meeting of
stockholders, not less than 10 days | 4 |
| prior to the date on which the
particular action, requiring the | 5 |
| determination of stockholders, is to be
taken. If the stock | 6 |
| transfer books are not closed and no record date is
fixed for | 7 |
| the determination of stockholders entitled to notice of or to
| 8 |
| vote at a meeting of stockholders, or stockholders entitled to | 9 |
| receive
payment of a dividend, the date on which notice of a | 10 |
| meeting is mailed or
the date on which the resolution of the | 11 |
| board of directors declaring the
dividend is adopted, as the | 12 |
| case may be, shall be the record date for the
determination of | 13 |
| stockholders.
| 14 |
| (6) Stock standing in the name of another corporation, | 15 |
| domestic or
foreign, may be voted by the officer, agent, or | 16 |
| proxy as the by-laws of
the corporation may prescribe, or, in | 17 |
| the absence of such provision, as
the board of directors of the | 18 |
| corporation may determine. Stock standing in
the name of a | 19 |
| deceased person may be voted by his or her administrator or
| 20 |
| executor, either in person or by proxy. Stock standing in the | 21 |
| name of a
guardian or trustee may be voted by that fiduciary | 22 |
| either in
person or by proxy. Shares standing in the name of a | 23 |
| receiver may be voted
by the receiver, and shares held by or | 24 |
| under control of a receiver may be
voted by the receiver | 25 |
| without the transfer thereof into his or her name if
authority | 26 |
| so to do be contained in an appropriate order of the court by
|
|
|
|
SB2338 Enrolled |
- 25 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| which the receiver was appointed. A stockholder whose shares of | 2 |
| stock are
pledged shall be entitled to vote those shares until | 3 |
| the shares have been
transferred into the name of the pledgee, | 4 |
| and thereafter the pledgee shall
be entitled to vote the shares | 5 |
| so transferred.
| 6 |
| (7) Shares of stock shall be transferable in accordance | 7 |
| with the general
laws of this State governing the transfer of | 8 |
| corporate shares.
| 9 |
| (8) The president and any other officer designated by the | 10 |
| board of directors and cashier of every State bank shall cause | 11 |
| to be
kept at all times a full and correct list of the names and | 12 |
| residences of
all the shareholders in the State bank and the | 13 |
| number of shares held by
each in the office where its business | 14 |
| is transacted. The list shall be
subject to the inspection of | 15 |
| all the shareholders of the
State bank and the officers | 16 |
| authorized to assess taxes under State
authority during | 17 |
| business hours of each day in which business may be
legally | 18 |
| transacted. A copy of the list, verified by the oath
of the
| 19 |
| president or cashier, shall be transmitted to the Commissioner | 20 |
| of Banks and
Real Estate within 10 days of any demand therefor | 21 |
| made
by the Commissioner.
| 22 |
| (9) Any number of shareholders of a bank may create a | 23 |
| voting trust for
the purpose of conferring upon a trustee or | 24 |
| trustees the right to vote or
otherwise represent their shares | 25 |
| for a period of not to exceed 10 years
by entering into a | 26 |
| written voting trust agreement specifying the terms and
|
|
|
|
SB2338 Enrolled |
- 26 - |
LRB095 16921 MJR 42966 b |
|
| 1 |
| conditions of the voting trust and by transferring their shares | 2 |
| to the
trustee or trustees for the purposes of the agreement. | 3 |
| The trust
agreement shall not become effective until a | 4 |
| counterpart of the agreement
is deposited with the bank at its | 5 |
| main banking premises. The counterpart of
the voting trust | 6 |
| agreement so deposited with the bank shall be subject to
the | 7 |
| same right of examination by a shareholder of the bank, in | 8 |
| person or by
agent or attorney, as is the record of | 9 |
| shareholders of the bank and shall
be subject to examination by | 10 |
| any holder of a beneficial interest in the
voting trust, either | 11 |
| in person or by agent or attorney, at any reasonable
time for | 12 |
| any proper purpose.
| 13 |
| (10) Voting agreements. Shareholders may provide for the | 14 |
| voting of their
shares by signing an agreement for that | 15 |
| purpose. A voting agreement
created under this paragraph is not | 16 |
| subject to the provisions of paragraph (9).
| 17 |
| A voting agreement created under this paragraph is | 18 |
| specifically
enforceable in accordance with the principles of | 19 |
| equity.
| 20 |
| (Source: P.A. 92-483, eff. 8-23-01.)
| 21 |
| Section 99. Effective date. This Act takes effect upon | 22 |
| becoming law.
|
|