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Public Act 096-0585 |
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AN ACT concerning financial 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 Savings Bank Act is amended by changing | ||||
Sections 1007.35, 8015, 11003, and 11005 and by adding Section | ||||
2001.40 as follows:
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(205 ILCS 205/1007.35) (from Ch. 17, par. 7301-7.35)
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Sec. 1007.35.
"Control", unless specified otherwise in | ||||
this Act,
shall mean:
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(1) the ability of any person, entity, persons, or
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entities acting alone or in concert with one or more | ||||
persons or entities,
to own, hold, or direct with power to | ||||
vote, or to hold proxies
representing, 10% or more of the | ||||
voting shares or rights of capital stock of a savings bank,
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savings bank subsidiary, savings bank affiliate, or | ||||
savings bank holding
company or 10% or more of the members | ||||
shares of a mutual savings bank or mutual savings bank | ||||
holding company ;
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(2) the ability to achieve in any manner the election | ||||
or
appointment of a majority of the directors of a savings | ||||
bank; or
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(3) the power to direct or exercise significant | ||||
influence over the
management or policies of the savings |
bank or savings bank affiliate.
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"Control" does not include the voting of proxies obtained | ||
from
depositors if the proxies are voted as directed by a | ||
majority of the board
of directors of the savings bank or of a | ||
committee of directors when the
committee's composition and | ||
powers may be revoked by a majority vote of the
board of | ||
directors.
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(Source: P.A. 92-483, eff. 8-23-01.)
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(205 ILCS 205/2001.40 new)
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Sec. 2001.40. Company. "Company" means any corporation, | ||
limited liability company, partnership, joint venture, trust, | ||
estate, association, or unincorporated association.
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(205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
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Sec. 8015. Change in control.
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(a) No person, whether acting directly or indirectly or | ||
through or in concert with one or more persons, may acquire | ||
control of a savings bank operating under this Act without | ||
prior approval of the Commissioner. Any person, whether acting | ||
directly or indirectly or through or
in concert with one or | ||
more persons, shall give the Commissioner
60 days written | ||
notice of intent to acquire control
of a savings bank or | ||
savings bank affiliate operating under this
Act. The | ||
Commissioner shall promulgate rules to implement this
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provision including definitions, application, procedures, |
standards
for approval or disapproval.
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(b) Any person seeking to acquire control of a savings bank | ||
or subsidiary of a savings bank operating under this Act shall | ||
submit an application in the form required by the Commissioner. | ||
The Commissioner may examine the books and records of any
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person giving notice of intent to acquire control
of a savings | ||
bank operating under this Act.
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(c) The Commissioner may examine the books and records of | ||
the applicant and related persons, investigate any matter | ||
relevant to the application, and require the applicant to | ||
submit additional information and documents. The Commissioner | ||
may approve or disapprove an application
for change of control.
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(d) The Commissioner shall not approve an acquisition of | ||
control unless the application and related examination and | ||
investigation permit the Commissioner to find positively on all | ||
of the following matters: | ||
(1) The applicant has filed a complete application, has | ||
cooperated with all examinations and investigations of the | ||
Commissioner, and has submitted all information and | ||
documents requested by the Commissioner. | ||
(2) The applicant and proposed management have the | ||
necessary competence, experience, integrity, and financial | ||
ability. | ||
(3) The business plans of the applicant are consistent | ||
with the safe and sound operation of the savings bank and | ||
the purposes of this Act. |
(4) The acquisition of control would not be inequitable | ||
to members, borrowers or creditors of the savings bank. | ||
(5) The applicant and proposed management have | ||
complied with subsection (e) of this Section. | ||
(e) Shares of stock or mutual members shares acquired in | ||
violation of subsection (a) of this Section shall not be voted | ||
and shall not be counted in calculating the total number of | ||
shares eligible to vote. In addition to any other action | ||
authorized under this Act, the Commissioner may require | ||
divestment of shares of stock acquired in violation of this | ||
Section and may require retirement of the withdrawal value of | ||
accounts providing mutual member voting shares acquired in | ||
violation of this Section, in which case the savings bank shall | ||
pay accrued interest on the retired withdrawal value and shall | ||
not assess any penalty for early withdrawal. | ||
(f) An individual, whether acting directly or indirectly or | ||
through or in concert with one or more persons, shall file | ||
written notice to the Commissioner within 10 days of the | ||
occurrence of either of the following events: | ||
(1) becoming, directly or indirectly, the beneficial | ||
owner of more than five percent of the voting shares of a | ||
savings bank or savings bank holding company; or | ||
(2) obtaining, directly or indirectly, the power to | ||
cast more than five percent of the member votes of a | ||
savings bank or savings bank holding company. | ||
The requirements of this subsection (f) are separate and in |
addition to the requirements of subsection (a) of this Section. | ||
(g) The Commissioner may promulgate rules to implement this | ||
provision, including definitions, form and content of | ||
application or notice, procedures, exemptions, and | ||
requirements for approval. | ||
(Source: P.A. 92-483, eff. 8-23-01; 92-811, eff. 8-21-02.)
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(205 ILCS 205/11003) (from Ch. 17, par. 7311-3)
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Sec. 11003. Removal and prohibition authority.
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(a) In addition to other provisions of this Act concerning
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officers and directors, the Commissioner may remove or suspend | ||
from any
savings bank operating under this Act any officer, | ||
director,
employee, or agent of a savings bank, and the | ||
Commissioner may prohibit
participation in the affairs of any | ||
savings bank by any current, former, or
prospective officer, | ||
director, employee, or agent of a savings bank, if he
finds any | ||
of the following that :
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(1) The person or persons have directly or indirectly
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violated any law, regulation, or order including orders,
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conditions, and agreements between the savings bank and the
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Commissioner or between the savings bank and its federal | ||
regulators.
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(2) The person or persons have breached their fiduciary | ||
or
professional responsibilities to the savings bank.
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(3) The person or persons have engaged or participated | ||
in unsafe action in conducting the business of a savings |
bank, a savings bank holding company, or a savings bank | ||
affiliate. | ||
(4) The person or persons have obstructed or impeded an | ||
examination or investigation of a savings bank, a savings | ||
bank holding company, or savings bank affiliate. | ||
(5) The person or persons have similarly behaved
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towards any other insured depository institution or | ||
otherwise
regulated entity or that the person or persons | ||
are the subject
of any final order issued by the federal | ||
insurer, the Office
of the Comptroller of the Currency, the | ||
Federal Reserve Board,
a state financial institutions | ||
regulator, the Securities and
Exchange Commission, or by a | ||
state or federal court of law.
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(b) The Commissioner may serve upon a party a written
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notice of the Commissioner's intention to remove or suspend the
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party from office in the savings bank or to prohibit any
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participation in any manner by the party in the
affairs of any | ||
savings bank, if the Commissioner
finds because of
a violation | ||
of subsection (a) any of the following that :
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(1) Any savings bank, other insured depository | ||
institution,
or other regulated entity has or probably will | ||
suffer financial
loss or other damage.
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(2) The interests of the savings bank's depositors or | ||
other insured
depository institution's depositors have | ||
been or could be
prejudiced.
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(3) The party has received financial gain or other |
benefit
by reason of the violation and the Commissioner | ||
finds that the .
(4) The violation or breach involves | ||
personal dishonesty on
the part of the party or | ||
demonstrates willful or continuing
disregard by the party | ||
for the safety and soundness of the
savings bank or other | ||
insured depository institution.
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(Source: P.A. 92-483, eff. 8-23-01.)
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(205 ILCS 205/11005) (from Ch. 17, par. 7311-5)
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Sec. 11005. Institution affiliated party. As used in this
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Act, the term "institution affiliated party" shall mean a
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director, officer, employee, agent, or controlling stockholder
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of a savings bank operating under this Act; a person who has
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filed or is required to file a change-in-control application | ||
notice with
the Commissioner; any person subject to an order of | ||
or a party to an
agreement with the Commissioner pertaining to | ||
a savings bank; a shareholder
of, consultant to, joint venture
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partner of, or an independent contractor for (including | ||
accountants,
appraisers and attorneys) any other person who | ||
participates in
a significant way in the affairs of a savings | ||
bank operating
under this Act.
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(Source: P.A. 91-97, eff. 7-9-99.)
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Section 99. Effective date. This Act takes effect upon | ||
becoming law.
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