Full Text of SB1422 96th General Assembly
SB1422enr 96TH GENERAL ASSEMBLY
|
|
|
SB1422 Enrolled |
|
LRB096 09148 MJR 19297 b |
|
| 1 |
| AN ACT concerning financial regulation.
| 2 |
| Be it enacted by the People of the State of Illinois,
| 3 |
| represented in the General Assembly:
| 4 |
| Section 5. The Savings Bank Act is amended by changing | 5 |
| Sections 1007.35, 8015, 11003, and 11005 and by adding Section | 6 |
| 2001.40 as follows:
| 7 |
| (205 ILCS 205/1007.35) (from Ch. 17, par. 7301-7.35)
| 8 |
| Sec. 1007.35.
"Control", unless specified otherwise in | 9 |
| this Act,
shall mean:
| 10 |
| (1) the ability of any person, entity, persons, or
| 11 |
| entities acting alone or in concert with one or more | 12 |
| persons or entities,
to own, hold, or direct with power to | 13 |
| vote, or to hold proxies
representing, 10% or more of the | 14 |
| voting shares or rights of capital stock of a savings bank,
| 15 |
| savings bank subsidiary, savings bank affiliate, or | 16 |
| savings bank holding
company or 10% or more of the members | 17 |
| shares of a mutual savings bank or mutual savings bank | 18 |
| holding company ;
| 19 |
| (2) the ability to achieve in any manner the election | 20 |
| or
appointment of a majority of the directors of a savings | 21 |
| bank; or
| 22 |
| (3) the power to direct or exercise significant | 23 |
| influence over the
management or policies of the savings |
|
|
|
SB1422 Enrolled |
- 2 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| bank or savings bank affiliate.
| 2 |
| "Control" does not include the voting of proxies obtained | 3 |
| from
depositors if the proxies are voted as directed by a | 4 |
| majority of the board
of directors of the savings bank or of a | 5 |
| committee of directors when the
committee's composition and | 6 |
| powers may be revoked by a majority vote of the
board of | 7 |
| directors.
| 8 |
| (Source: P.A. 92-483, eff. 8-23-01.)
| 9 |
| (205 ILCS 205/2001.40 new)
| 10 |
| Sec. 2001.40. Company. "Company" means any corporation, | 11 |
| limited liability company, partnership, joint venture, trust, | 12 |
| estate, association, or unincorporated association.
| 13 |
| (205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
| 14 |
| Sec. 8015. Change in control.
| 15 |
| (a) No person, whether acting directly or indirectly or | 16 |
| through or in concert with one or more persons, may acquire | 17 |
| control of a savings bank operating under this Act without | 18 |
| prior approval of the Commissioner. Any person, whether acting | 19 |
| directly or indirectly or through or
in concert with one or | 20 |
| more persons, shall give the Commissioner
60 days written | 21 |
| notice of intent to acquire control
of a savings bank or | 22 |
| savings bank affiliate operating under this
Act. The | 23 |
| Commissioner shall promulgate rules to implement this
| 24 |
| provision including definitions, application, procedures, |
|
|
|
SB1422 Enrolled |
- 3 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| standards
for approval or disapproval.
| 2 |
| (b) Any person seeking to acquire control of a savings bank | 3 |
| or subsidiary of a savings bank operating under this Act shall | 4 |
| submit an application in the form required by the Commissioner. | 5 |
| The Commissioner may examine the books and records of any
| 6 |
| person giving notice of intent to acquire control
of a savings | 7 |
| bank operating under this Act.
| 8 |
| (c) The Commissioner may examine the books and records of | 9 |
| the applicant and related persons, investigate any matter | 10 |
| relevant to the application, and require the applicant to | 11 |
| submit additional information and documents. The Commissioner | 12 |
| may approve or disapprove an application
for change of control.
| 13 |
| (d) The Commissioner shall not approve an acquisition of | 14 |
| control unless the application and related examination and | 15 |
| investigation permit the Commissioner to find positively on all | 16 |
| of the following matters: | 17 |
| (1) The applicant has filed a complete application, has | 18 |
| cooperated with all examinations and investigations of the | 19 |
| Commissioner, and has submitted all information and | 20 |
| documents requested by the Commissioner. | 21 |
| (2) The applicant and proposed management have the | 22 |
| necessary competence, experience, integrity, and financial | 23 |
| ability. | 24 |
| (3) The business plans of the applicant are consistent | 25 |
| with the safe and sound operation of the savings bank and | 26 |
| the purposes of this Act. |
|
|
|
SB1422 Enrolled |
- 4 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| (4) The acquisition of control would not be inequitable | 2 |
| to members, borrowers or creditors of the savings bank. | 3 |
| (5) The applicant and proposed management have | 4 |
| complied with subsection (e) of this Section. | 5 |
| (e) Shares of stock or mutual members shares acquired in | 6 |
| violation of subsection (a) of this Section shall not be voted | 7 |
| and shall not be counted in calculating the total number of | 8 |
| shares eligible to vote. In addition to any other action | 9 |
| authorized under this Act, the Commissioner may require | 10 |
| divestment of shares of stock acquired in violation of this | 11 |
| Section and may require retirement of the withdrawal value of | 12 |
| accounts providing mutual member voting shares acquired in | 13 |
| violation of this Section, in which case the savings bank shall | 14 |
| pay accrued interest on the retired withdrawal value and shall | 15 |
| not assess any penalty for early withdrawal. | 16 |
| (f) An individual, whether acting directly or indirectly or | 17 |
| through or in concert with one or more persons, shall file | 18 |
| written notice to the Commissioner within 10 days of the | 19 |
| occurrence of either of the following events: | 20 |
| (1) becoming, directly or indirectly, the beneficial | 21 |
| owner of more than five percent of the voting shares of a | 22 |
| savings bank or savings bank holding company; or | 23 |
| (2) obtaining, directly or indirectly, the power to | 24 |
| cast more than five percent of the member votes of a | 25 |
| savings bank or savings bank holding company. | 26 |
| The requirements of this subsection (f) are separate and in |
|
|
|
SB1422 Enrolled |
- 5 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| addition to the requirements of subsection (a) of this Section. | 2 |
| (g) The Commissioner may promulgate rules to implement this | 3 |
| provision, including definitions, form and content of | 4 |
| application or notice, procedures, exemptions, and | 5 |
| requirements for approval. | 6 |
| (Source: P.A. 92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)
| 7 |
| (205 ILCS 205/11003) (from Ch. 17, par. 7311-3)
| 8 |
| Sec. 11003. Removal and prohibition authority.
| 9 |
| (a) In addition to other provisions of this Act concerning
| 10 |
| officers and directors, the Commissioner may remove or suspend | 11 |
| from any
savings bank operating under this Act any officer, | 12 |
| director,
employee, or agent of a savings bank, and the | 13 |
| Commissioner may prohibit
participation in the affairs of any | 14 |
| savings bank by any current, former, or
prospective officer, | 15 |
| director, employee, or agent of a savings bank, if he
finds any | 16 |
| of the following that :
| 17 |
| (1) The person or persons have directly or indirectly
| 18 |
| violated any law, regulation, or order including orders,
| 19 |
| conditions, and agreements between the savings bank and the
| 20 |
| Commissioner or between the savings bank and its federal | 21 |
| regulators.
| 22 |
| (2) The person or persons have breached their fiduciary | 23 |
| or
professional responsibilities to the savings bank.
| 24 |
| (3) The person or persons have engaged or participated | 25 |
| in unsafe action in conducting the business of a savings |
|
|
|
SB1422 Enrolled |
- 6 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| bank, a savings bank holding company, or a savings bank | 2 |
| affiliate. | 3 |
| (4) The person or persons have obstructed or impeded an | 4 |
| examination or investigation of a savings bank, a savings | 5 |
| bank holding company, or savings bank affiliate. | 6 |
| (5) The person or persons have similarly behaved
| 7 |
| towards any other insured depository institution or | 8 |
| otherwise
regulated entity or that the person or persons | 9 |
| are the subject
of any final order issued by the federal | 10 |
| insurer, the Office
of the Comptroller of the Currency, the | 11 |
| Federal Reserve Board,
a state financial institutions | 12 |
| regulator, the Securities and
Exchange Commission, or by a | 13 |
| state or federal court of law.
| 14 |
| (b) The Commissioner may serve upon a party a written
| 15 |
| notice of the Commissioner's intention to remove or suspend the
| 16 |
| party from office in the savings bank or to prohibit any
| 17 |
| participation in any manner by the party in the
affairs of any | 18 |
| savings bank, if the Commissioner
finds because of
a violation | 19 |
| of subsection (a) any of the following that :
| 20 |
| (1) Any savings bank, other insured depository | 21 |
| institution,
or other regulated entity has or probably will | 22 |
| suffer financial
loss or other damage.
| 23 |
| (2) The interests of the savings bank's depositors or | 24 |
| other insured
depository institution's depositors have | 25 |
| been or could be
prejudiced.
| 26 |
| (3) The party has received financial gain or other |
|
|
|
SB1422 Enrolled |
- 7 - |
LRB096 09148 MJR 19297 b |
|
| 1 |
| benefit
by reason of the violation and the Commissioner | 2 |
| finds that the .
(4) The violation or breach involves | 3 |
| personal dishonesty on
the part of the party or | 4 |
| demonstrates willful or continuing
disregard by the party | 5 |
| for the safety and soundness of the
savings bank or other | 6 |
| insured depository institution.
| 7 |
| (Source: P.A. 92-483, eff. 8-23-01.)
| 8 |
| (205 ILCS 205/11005) (from Ch. 17, par. 7311-5)
| 9 |
| Sec. 11005. Institution affiliated party. As used in this
| 10 |
| Act, the term "institution affiliated party" shall mean a
| 11 |
| director, officer, employee, agent, or controlling stockholder
| 12 |
| of a savings bank operating under this Act; a person who has
| 13 |
| filed or is required to file a change-in-control application | 14 |
| notice with
the Commissioner; any person subject to an order of | 15 |
| or a party to an
agreement with the Commissioner pertaining to | 16 |
| a savings bank; a shareholder
of, consultant to, joint venture
| 17 |
| partner of, or an independent contractor for (including | 18 |
| accountants,
appraisers and attorneys) any other person who | 19 |
| participates in
a significant way in the affairs of a savings | 20 |
| bank operating
under this Act.
| 21 |
| (Source: P.A. 91-97, eff. 7-9-99.)
| 22 |
| Section 99. Effective date. This Act takes effect upon | 23 |
| becoming law.
|
|