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Public Act 92-0483
HB2538 Enrolled LRB9201093JScs
AN ACT concerning certain financial institutions.
Be it enacted by the People of the State of Illinois,
represented in the General Assembly:
Section 5. The Office of Banks and Real Estate Act is
amended by changing Sections 5 and 6 as follows:
(20 ILCS 3205/5) (from Ch. 17, par. 455)
Sec. 5. Powers. In addition to all the other powers and
duties provided by law, the Commissioner shall have the
following powers:
(a) To exercise the rights, powers and duties formerly
vested by law in the Director of Financial Institutions under
the Illinois Banking Act.
(b) To exercise the rights, powers and duties formerly
vested by law in the Department of Financial Institutions
under "An act to provide for and regulate the administration
of trusts by trust companies", approved June 15, 1887, as
amended.
(c) To exercise the rights, powers and duties formerly
vested by law in the Director of Financial Institutions under
"An act authorizing foreign corporations, including banks and
national banking associations domiciled in other states, to
act in a fiduciary capacity in this state upon certain
conditions herein set forth", approved July 13, 1953, as
amended.
(d) Whenever the Commissioner is authorized or required
by law to consider or to make findings regarding the
character of incorporators, directors, management personnel,
or other relevant individuals under the Illinois Banking Act,
the Corporate Fiduciary Act, the Pawnbroker Regulation Act,
or at other times as the Commissioner deems necessary for the
purpose of carrying out the Commissioner's statutory powers
and responsibilities, the Commissioner shall consider
criminal history record information, including nonconviction
information, pursuant to the Criminal Identification Act.
The Commissioner shall, in the form and manner required by
the Department of State Police and the Federal Bureau of
Investigation, cause to be conducted a criminal history
record investigation to obtain information currently
contained in the files of the Department of State Police or
the Federal Bureau of Investigation, provided that the
Commissioner need not cause additional criminal history
record investigations to be conducted on individuals for whom
the Commissioner, a federal bank regulatory agency, or any
other government agency has caused such investigations to
have been conducted previously unless such additional
investigations are otherwise required by law or unless the
Commissioner deems such additional investigations to be
necessary for the purposes of carrying out the Commissioner's
statutory powers and responsibilities. The Department of
State Police shall provide, on the Commissioner's request,
information concerning criminal charges and their disposition
currently on file with respect to a relevant individual.
Information obtained as a result of an investigation under
this Section shall be used in determining eligibility to be
an incorporator, director, management personnel, or other
relevant individual in relation to a financial institution or
other entity supervised by the Commissioner. Upon request
and payment of fees in conformance with the requirements of
Section 2605-400 of the Department of State Police Law (20
ILCS 2605/2605-400), the Department of State Police is
authorized to furnish, pursuant to positive identification,
such information contained in State files as is necessary to
fulfill the request.
(e) When issuing charters, permits, licenses, or other
authorizations, the Commissioner may impose such terms and
conditions on the issuance as he deems necessary or
appropriate. Failure to abide by those terms and conditions
may result in the revocation of the issuance, the imposition
of corrective orders, or the imposition of civil money
penalties.
(f) If the Commissioner has reasonable cause to believe
that any entity that has not submitted an application for
authorization or licensure is conducting any activity that
would otherwise require authorization or licensure by the
Commissioner, the Commissioner shall have the power to
subpoena witnesses, to compel their attendance, and to
require the production of any relevant books, papers,
accounts, and documents in order to determine whether the
entity is subject to authorization or licensure by the
Commissioner or the Office of Banks and Real Estate.
(g) The Commissioner may, through the Attorney General,
request the circuit court of any county to issue an
injunction to restrain any person from violating the
provisions of any Act administered by the Commissioner.
(h) Whenever the Commissioner is authorized to take any
action or required by law to consider or make findings, the
Commissioner may delegate or appoint, in writing, an officer
or employee of the Office of Banks and Real Estate to take
that action or make that finding.
(Source: P.A. 90-301, eff. 8-1-97; 90-602, eff. 7-1-98;
91-239, eff. 1-1-00.)
(20 ILCS 3205/6) (from Ch. 17, par. 456)
Sec. 6. Duties. The Commissioner shall direct and
supervise all the administrative and technical activities of
the Office and shall:
(a) Apply and carry out this Act and the law and all
rules adopted in pursuance thereof.
(b) Appoint, subject to the provisions of the Personnel
Code, such employees, experts, and special assistants as may
be necessary to carry out effectively the provisions of this
Act and, if the rate of compensation is not otherwise fixed
by law, fix their compensation; but neither the Commissioner
nor any deputy commissioner shall be subject to the Personnel
Code.
(c) Serve as Chairman of the State Banking Board of
Illinois.
(d) Serve as Chairman of the Board of Trustees of the
Illinois Bank Examiners' Education Foundation.
(e) Issue guidelines in the form of rules or regulations
which will prohibit discrimination by any State chartered
bank against any individual, corporation, partnership,
association or other entity because it appears in a so-called
blacklist issued by any domestic or foreign corporate or
governmental entity.
(f) Make an annual report to the Governor regarding the
work of the Office as the Commissioner may consider desirable
or as the Governor may request.
(g) Perform such other acts as may be requested by the
State Banking Board of Illinois pursuant to its lawful powers
and perform any other lawful act that the Commissioner
considers to be necessary or desirable to carry out the
purposes and provisions of this Act.
(h) Adopt, in accordance with the Illinois
Administrative Procedure Act, reasonable rules that the
Commissioner deems necessary for the proper administration
and enforcement of any Act the administration of which is
vested in the Commissioner or the Office of Banks and Real
Estate.
(Source: P.A. 89-508, eff. 7-3-96.)
Section 10. The Illinois Banking Act is amended by
changing Sections 2, 5, 5b, 7, 8, 10, 12, 13, 13.5, 14, 15,
16.1, 17, 18, 22, 25, 30.5, 31, 33, 37, 47, 48, 48.1, 48.5,
49, 51, and 53 as follows:
(205 ILCS 5/2) (from Ch. 17, par. 302)
Sec. 2. General definitions. In this Act, unless the
context otherwise requires, the following words and phrases
shall have the following meanings:
"Accommodation party" shall have the meaning ascribed to
that term in Section 3-419 of the Uniform Commercial Code.
"Action" in the sense of a judicial proceeding includes
recoupments, counterclaims, set-off, and any other proceeding
in which rights are determined.
"Affiliate facility" of a bank means a main banking
premises or branch of another commonly owned bank. The main
banking premises or any branch of a bank may be an "affiliate
facility" with respect to one or more other commonly owned
banks.
"Appropriate federal banking agency" means the Federal
Deposit Insurance Corporation, the Federal Reserve Bank of
Chicago, or the Federal Reserve Bank of St. Louis, as
determined by federal law.
"Bank" means any person doing a banking business whether
subject to the laws of this or any other jurisdiction.
A "banking house", "branch", "branch bank" or "branch
office" shall mean any place of business of a bank at which
deposits are received, checks paid, or loans made, but shall
not include any place at which only records thereof are made,
posted, or kept. A place of business at which deposits are
received, checks paid, or loans made shall not be deemed to
be a branch, branch bank, or branch office if the place of
business is adjacent to and connected with the main banking
premises, or if it is separated from the main banking
premises by not more than an alley; provided always that (i)
if the place of business is separated by an alley from the
main banking premises there is a connection between the two
by public or private way or by subterranean or overhead
passage, and (ii) if the place of business is in a building
not wholly occupied by the bank, the place of business shall
not be within any office or room in which any other business
or service of any kind or nature other than the business of
the bank is conducted or carried on. A place of business at
which deposits are received, checks paid, or loans made shall
not be deemed to be a branch, branch bank, or branch office
(i) of any bank if the place is a terminal established and
maintained in accordance with paragraph (17) of Section 5 of
this Act, or (ii) of a commonly owned bank by virtue of
transactions conducted at that place on behalf of the other
commonly owned bank under paragraph (23) of Section 5 of this
Act if the place is an affiliate facility with respect to the
other bank.
"Branch of an out-of-state bank" means a branch
established or maintained in Illinois by an out-of-state bank
as a result of a merger between an Illinois bank and the
out-of-state bank that occurs on or after May 31, 1997, or
any branch established by the out-of-state bank following the
merger.
"Call report fee" means the fee to be paid to the
Commissioner by each State bank pursuant to paragraph (a) of
subsection (3) of Section 48 of this Act.
"Capital" includes the aggregate of outstanding capital
stock and preferred stock.
"Cash flow reserve account" means the account within the
books and records of the Commissioner of Banks and Real
Estate used to record funds designated to maintain a
reasonable Bank and Trust Company Fund operating balance to
meet agency obligations on a timely basis.
"Charter" includes the original charter and all
amendments thereto and articles of merger or consolidation.
"Commissioner" means the Commissioner of Banks and Real
Estate or a person authorized by the Commissioner, the Office
of Banks and Real Estate Act, or this Act to act in the
Commissioner's stead.
"Commonly owned banks" means 2 or more banks that each
qualify as a bank subsidiary of the same bank holding company
pursuant to Section 18 of the Federal Deposit Insurance Act;
"commonly owned bank" refers to one of a group of commonly
owned banks but only with respect to one or more of the other
banks in the same group.
"Community" means a city, village, or incorporated town
and also includes the area served by the banking offices of a
bank, but need not be limited or expanded to conform to the
geographic boundaries of units of local government in this
State.
"Company" means a corporation, limited liability company,
partnership, business trust, association, or similar
organization and, unless specifically excluded, includes a
"State bank" and a "bank".
"Consolidating bank" means a party to a consolidation.
"Consolidation" takes place when 2 or more banks, or a
trust company and a bank, are extinguished and by the same
process a new bank is created, taking over the assets and
assuming the liabilities of the banks or trust company
passing out of existence.
"Continuing bank" means a merging bank, the charter of
which becomes the charter of the resulting bank.
"Converting bank" means a State bank converting to become
a national bank, or a national bank converting to become a
State bank.
"Converting trust company" means a trust company
converting to become a State bank.
"Court" means a court of competent jurisdiction.
"Eligible depository institution" means an insured
savings association that is in default, an insured savings
association that is in danger of default, a State or national
bank that is in default or a State or national bank that is
in danger of default, as those terms are defined in this
Section, or a new bank as that term defined in Section 11(m)
of the Federal Deposit Insurance Act or a bridge bank as that
term is defined in Section 11(n) of the Federal Deposit
Insurance Act or a new federal savings association authorized
under Section 11(d)(2)(f) of the Federal Deposit Insurance
Act.
"Fiduciary" means trustee, agent, executor,
administrator, committee, guardian for a minor or for a
person under legal disability, receiver, trustee in
bankruptcy, assignee for creditors, or any holder of similar
position of trust.
"Financial institution" means a bank, savings and loan
association, credit union, or any licensee under the Consumer
Installment Loan Act or the Sales Finance Agency Act and, for
purposes of Section 48.3, any proprietary network, funds
transfer corporation, or other entity providing electronic
funds transfer services, or any corporate fiduciary, its
subsidiaries, affiliates, parent company, or contractual
service provider that is examined by the Commissioner.
"Foundation" means the Illinois Bank Examiners' Education
Foundation.
"General obligation" means a bond, note, debenture,
security, or other instrument evidencing an obligation of the
government entity that is the issuer that is supported by the
full available resources of the issuer, the principal and
interest of which is payable in whole or in part by taxation.
"Guarantee" means an undertaking or promise to answer for
payment of another's debt or performance of another's duty,
liability, or obligation whether "payment guaranteed" or
"collection guaranteed".
"In danger of default" means a State or national bank, a
federally chartered insured savings association or an
Illinois state chartered insured savings association with
respect to which the Commissioner or the appropriate federal
banking agency has advised the Federal Deposit Insurance
Corporation that:
(1) in the opinion of the Commissioner or the
appropriate federal banking agency,
(A) the State or national bank or insured
savings association is not likely to be able to meet
the demands of the State or national bank's or
savings association's obligations in the normal
course of business; and
(B) there is no reasonable prospect that the
State or national bank or insured savings
association will be able to meet those demands or
pay those obligations without federal assistance; or
(2) in the opinion of the Commissioner or the
appropriate federal banking agency,
(A) the State or national bank or insured
savings association has incurred or is likely to
incur losses that will deplete all or substantially
all of its capital; and
(B) there is no reasonable prospect that the
capital of the State or national bank or insured
savings association will be replenished without
federal assistance.
"In default" means, with respect to a State or national
bank or an insured savings association, any adjudication or
other official determination by any court of competent
jurisdiction, the Commissioner, the appropriate federal
banking agency, or other public authority pursuant to which a
conservator, receiver, or other legal custodian is appointed
for a State or national bank or an insured savings
association.
"Insured savings association" means any federal savings
association chartered under Section 5 of the federal Home
Owners' Loan Act and any State savings association chartered
under the Illinois Savings and Loan Act of 1985 or a
predecessor Illinois statute, the deposits of which are
insured by the Federal Deposit Insurance Corporation. The
term also includes a savings bank organized or operating
under the Savings Bank Act.
"Insured savings association in recovery" means an
insured savings association that is not an eligible
depository institution and that does not meet the minimum
capital requirements applicable with respect to the insured
savings association.
"Issuer" means for purposes of Section 33 every person
who shall have issued or proposed to issue any security;
except that (1) with respect to certificates of deposit,
voting trust certificates, collateral-trust certificates, and
certificates of interest or shares in an unincorporated
investment trust not having a board of directors (or persons
performing similar functions), "issuer" means the person or
persons performing the acts and assuming the duties of
depositor or manager pursuant to the provisions of the trust,
agreement, or instrument under which the securities are
issued; (2) with respect to trusts other than those specified
in clause (1) above, where the trustee is a corporation
authorized to accept and execute trusts, "issuer" means the
entrusters, depositors, or creators of the trust and any
manager or committee charged with the general direction of
the affairs of the trust pursuant to the provisions of the
agreement or instrument creating the trust; and (3) with
respect to equipment trust certificates or like securities,
"issuer" means the person to whom the equipment or property
is or is to be leased or conditionally sold.
"Letter of credit" and "customer" shall have the meanings
ascribed to those terms in Section 5-102 of the Uniform
Commercial Code.
"Main banking premises" means the location that is
designated in a bank's charter as its main office.
"Maker or obligor" means for purposes of Section 33 the
issuer of a security, the promisor in a debenture or other
debt security, or the mortgagor or grantor of a trust deed or
similar conveyance of a security interest in real or personal
property.
"Merged bank" means a merging bank that is not the
continuing, resulting, or surviving bank in a consolidation
or merger.
"Merger" includes consolidation.
"Merging bank" means a party to a bank merger.
"Merging trust company" means a trust company party to a
merger with a State bank.
"Mid-tier bank holding company" means a corporation that
(a) owns 100% of the issued and outstanding shares of each
class of stock of a State bank, (b) has no other
subsidiaries, and (c) 100% of the issued and outstanding
shares of the corporation are owned by a parent bank holding
company.
"Municipality" means any municipality, political
subdivision, school district, taxing district, or agency.
"National bank" means a national banking association
located in this State and after May 31, 1997, means a
national banking association without regard to its location.
"Out-of-state bank" means a bank chartered under the laws
of a state other than Illinois, a territory of the United
States, or the District of Columbia.
"Parent bank holding company" means a corporation that is
a bank holding company as that term is defined in the
Illinois Bank Holding Company Act of 1957 and owns 100% of
the issued and outstanding shares of a mid-tier bank holding
company.
"Person" means an individual, corporation, limited
liability company, partnership, joint venture, trust, estate,
or unincorporated association.
"Public agency" means the State of Illinois, the various
counties, townships, cities, towns, villages, school
districts, educational service regions, special road
districts, public water supply districts, fire protection
districts, drainage districts, levee districts, sewer
districts, housing authorities, the Illinois Bank Examiners'
Education Foundation, the Chicago Park District, and all
other political corporations or subdivisions of the State of
Illinois, whether now or hereafter created, whether herein
specifically mentioned or not, and shall also include any
other state or any political corporation or subdivision of
another state.
"Public funds" or "public money" means current operating
funds, special funds, interest and sinking funds, and funds
of any kind or character belonging to, in the custody of, or
subject to the control or regulation of the United States or
a public agency. "Public funds" or "public money" shall
include funds held by any of the officers, agents, or
employees of the United States or of a public agency in the
course of their official duties and, with respect to public
money of the United States, shall include Postal Savings
funds.
"Published" means, unless the context requires otherwise,
the publishing of the notice or instrument referred to in
some newspaper of general circulation in the community in
which the bank is located at least once each week for 3
successive weeks. Publishing shall be accomplished by, and
at the expense of, the bank required to publish. Where
publishing is required, the bank shall submit to the
Commissioner that evidence of the publication as the
Commissioner shall deem appropriate.
"Qualified financial contract" means any security
contract, commodity contract, forward contract, including
spot and forward foreign exchange contracts, repurchase
agreement, swap agreement, and any similar agreement, any
option to enter into any such agreement, including any
combination of the foregoing, and any master agreement for
such agreements. A master agreement, together with all
supplements thereto, shall be treated as one qualified
financial contract. The contract, option, agreement, or
combination of contracts, options, or agreements shall be
reflected upon the books, accounts, or records of the bank,
or a party to the contract shall provide documentary evidence
of such agreement.
"Recorded" means the filing or recording of the notice or
instrument referred to in the office of the Recorder of the
county wherein the bank is located.
"Resulting bank" means the bank resulting from a merger
or conversion.
"Securities" means stocks, bonds, debentures, notes, or
other similar obligations.
"Stand-by letter of credit" means a letter of credit
under which drafts are payable upon the condition the
customer has defaulted in performance of a duty, liability,
or obligation.
"State bank" means any banking corporation that has a
banking charter issued by the Commissioner under this Act.
"State Banking Board" means the State Banking Board of
Illinois.
"Subsidiary" with respect to a specified company means a
company that is controlled by the specified company. For
purposes of paragraphs (8) and (12) of Section 5 of this Act,
"control" means the exercise of operational or managerial
control of a corporation by the bank, either alone or
together with other affiliates of the bank.
"Surplus" means the aggregate of (i) amounts paid in
excess of the par value of capital stock and preferred stock;
(ii) amounts contributed other than for capital stock and
preferred stock and allocated to the surplus account; and
(iii) amounts transferred from undivided profits.
"Tier 1 Capital" and "Tier 2 Capital" have the meanings
assigned to those terms in regulations promulgated for the
appropriate federal banking agency of a state bank, as those
regulations are now or hereafter amended.
"Trust company" means a limited liability company or
corporation incorporated in this State for the purpose of
accepting and executing trusts.
"Undivided profits" means undistributed earnings less
discretionary transfers to surplus.
"Unimpaired capital and unimpaired surplus", for the
purposes of paragraph (21) of Section 5 and Sections 32, 33,
34, 35.1, 35.2, and 47 of this Act means the sum of the state
bank's Tier 1 Capital and Tier 2 Capital plus such other
shareholder equity as may be included by regulation of the
Commissioner. Unimpaired capital and unimpaired surplus
shall be calculated on the basis of the date of the last
quarterly call report filed with the Commissioner preceding
the date of the transaction for which the calculation is
made, provided that: (i) when a material event occurs after
the date of the last quarterly call report filed with the
Commissioner that reduces or increases the bank's unimpaired
capital and unimpaired surplus by 10% or more, then the
unimpaired capital and unimpaired surplus shall be calculated
from the date of the material event for a transaction
conducted after the date of the material event; and (ii) if
the Commissioner determines for safety and soundness reasons
that a state bank should calculate unimpaired capital and
unimpaired surplus more frequently than provided by this
paragraph, the Commissioner may by written notice direct the
bank to calculate unimpaired capital and unimpaired surplus
at a more frequent interval. In the case of a state bank
newly chartered under Section 13 or a state bank resulting
from a merger, consolidation, or conversion under Sections 21
through 26 for which no preceding quarterly call report has
been filed with the Commissioner, unimpaired capital and
unimpaired surplus shall be calculated for the first calendar
quarter on the basis of the effective date of the charter,
merger, consolidation, or conversion.
(Source: P.A. 89-208, eff. 9-29-95; 89-364, eff. 8-18-95;
89-508, eff. 7-3-96; 89-534, eff. 1-1-97; 89-567, eff.
7-26-96; 89-626, eff. 8-9-96; 90-14, eff. 7-1-97; 90-301,
eff. 8-1-97.)
(205 ILCS 5/5) (from Ch. 17, par. 311)
Sec. 5. General corporate powers. A bank organized
under this Act or subject hereto shall be a body corporate
and politic and shall, without specific mention thereof in
the charter, have all the powers conferred by this Act and
the following additional general corporate powers:
(1) To sue and be sued, complain, and defend in its
corporate name.
(2) To have a corporate seal, which may be altered at
pleasure, and to use the same by causing it or a facsimile
thereof to be impressed or affixed or in any manner
reproduced, provided that the affixing of a corporate seal to
an instrument shall not give the instrument additional force
or effect, or change the construction thereof, and the use of
a corporate seal is not mandatory.
(3) To make, alter, amend, and repeal bylaws, not
inconsistent with its charter or with law, for the
administration of the affairs of the bank. If this Act does
not provide specific guidance in matters of corporate
governance, the provisions of the Business Corporation Act of
1983 may be used if so provided in the bylaws.
(4) To elect or appoint and remove officers and agents
of the bank and define their duties and fix their
compensation.
(5) To adopt and operate reasonable bonus plans,
profit-sharing plans, stock-bonus plans, stock-option plans,
pension plans and similar incentive plans for its directors,
officers and employees.
(5.1) To manage, operate and administer a fund for the
investment of funds by a public agency or agencies, including
any unit of local government or school district, or any
person. The fund for a public agency shall invest in the
same type of investments and be subject to the same
limitations provided for the investment of public funds. The
fund for public agencies shall maintain a separate ledger
showing the amount of investment for each public agency in
the fund. "Public funds" and "public agency" as used in this
Section shall have the meanings ascribed to them in Section 1
of the Public Funds Investment Act.
(6) To make reasonable donations for the public welfare
or for charitable, scientific, religious or educational
purposes.
(7) To borrow or incur an obligation; and to pledge its
assets:
(a) to secure its borrowings, its lease of personal
or real property or its other nondeposit obligations;
(b) to enable it to act as agent for the sale of
obligations of the United States;
(c) to secure deposits of public money of the
United States, whenever required by the laws of the
United States, including without being limited to,
revenues and funds the deposit of which is subject to the
control or regulation of the United States or any of its
officers, agents, or employees and Postal Savings funds;
(d) to secure deposits of public money of any state
or of any political corporation or subdivision thereof
including, without being limited to, revenues and funds
the deposit of which is subject to the control or
regulation of any state or of any political corporation
or subdivisions thereof or of any of their officers,
agents, or employees;
(e) to secure deposits of money whenever required
by the National Bankruptcy Act;
(f) (blank); and
(g) to secure trust funds commingled with the
bank's funds, whether deposited by the bank or an
affiliate of the bank, pursuant to Section 2-8 of the
Corporate Fiduciary Act.
(8) To own, possess, and carry as assets all or part of
the real estate necessary in or with which to do its banking
business, either directly or indirectly through the ownership
of all or part of the capital stock, shares or interests in
any corporation, association, trust engaged in holding any
part or parts or all of the bank premises, engaged in such
business and in conducting a safe deposit business in the
premises or part of them, or engaged in any activity that the
bank is permitted to conduct in a subsidiary pursuant to
paragraph (12) of this Section 5.
(9) To own, possess, and carry as assets other real
estate to which it may obtain title in the collection of its
debts or that was formerly used as a part of the bank
premises, but title to any real estate except as herein
permitted shall not be retained by the bank, either directly
or by or through a subsidiary, as permitted by subsection
(12) of this Section for a total period of more than 10 years
after acquiring title, either directly or indirectly.
(10) To do any act, including the acquisition of stock,
necessary to obtain insurance of its deposits, or part
thereof, and any act necessary to obtain a guaranty, in whole
or in part, of any of its loans or investments by the United
States or any agency thereof, and any act necessary to sell
or otherwise dispose of any of its loans or investments to
the United States or any agency thereof, and to acquire and
hold membership in the Federal Reserve System.
(11) Notwithstanding any other provisions of this Act or
any other law, to do any act and to own, possess, and carry
as assets property of the character, including stock, that is
at the time authorized or permitted to national banks by an
Act of Congress, but subject always to the same limitations
and restrictions as are applicable to national banks by the
pertinent federal law and subject to applicable provisions of
the Financial Institutions Insurance Sales Law.
(12) To own, possess, and carry as assets stock of one
or more corporations that is, or are, engaged in one or more
of the following businesses:
(a) holding title to and administering assets
acquired as a result of the collection or liquidating of
loans, investments, or discounts; or
(b) holding title to and administering personal
property acquired by the bank, directly or indirectly
through a subsidiary, for the purpose of leasing to
others, provided the lease or leases and the investment
of the bank, directly or through a subsidiary, in that
personal property otherwise comply with Section 35.1 of
this Act; or
(c) carrying on or administering any of the
activities excepting the receipt of deposits or the
payment of checks or other orders for the payment of
money in which a bank may engage in carrying on its
general banking business; provided, however, that nothing
contained in this paragraph (c) shall be deemed to permit
a bank organized under this Act or subject hereto to do,
either directly or indirectly through any subsidiary, any
act, including the making of any loan or investment, or
to own, possess, or carry as assets any property that if
done by or owned, possessed, or carried by the State bank
would be in violation of or prohibited by any provision
of this Act.
The provisions of this subsection (12) shall not apply to
and shall not be deemed to limit the powers of a State bank
with respect to the ownership, possession, and carrying of
stock that a State bank is permitted to own, possess, or
carry under this Act.
Any bank intending to establish a subsidiary under this
subsection (12) shall give written notice to the Commissioner
60 days prior to the subsidiary's commencing of business or,
as the case may be, prior to acquiring stock in a corporation
that has already commenced business. After receiving the
notice, the Commissioner may waive or reduce the balance of
the 60 day notice period. The Commissioner may specify the
form of the notice and may promulgate rules and regulations
to administer this subsection (12).
(13) To accept for payment at a future date not
exceeding one year from the date of acceptance, drafts drawn
upon it by its customers; and to issue, advise, or confirm
letters of credit authorizing the holders thereof to draw
drafts upon it or its correspondents.
(14) To own and lease personal property acquired by the
bank at the request of a prospective lessee and upon the
agreement of that person to lease the personal property
provided that the lease, the agreement with respect thereto,
and the amount of the investment of the bank in the property
comply with Section 35.1 of this Act.
(15) (a) To establish and maintain, in addition to the
main banking premises, branches offering any banking
services permitted at the main banking premises of a
State bank.
(b) To establish and maintain, after May 31, 1997,
branches in another state that may conduct any activity
in that state that is authorized or permitted for any
bank that has a banking charter issued by that state,
subject to the same limitations and restrictions that are
applicable to banks chartered by that state.
(16) (Blank).
(17) To establish and maintain terminals, as authorized
by the Electronic Fund Transfer Act.
(18) To establish and maintain temporary service booths
at any International Fair held in this State which is
approved by the United States Department of Commerce, for the
duration of the international fair for the sole purpose of
providing a convenient place for foreign trade customers at
the fair to exchange their home countries' currency into
United States currency or the converse. This power shall not
be construed as establishing a new place or change of
location for the bank providing the service booth.
(19) To indemnify its officers, directors, employees,
and agents, as authorized for corporations under Section 8.75
of the Business Corporation Act of 1983.
(20) To own, possess, and carry as assets stock of, or
be or become a member of, any corporation, mutual company,
association, trust, or other entity formed exclusively for
the purpose of providing directors' and officers' liability
and bankers' blanket bond insurance or reinsurance to and for
the benefit of the stockholders, members, or beneficiaries,
or their assets or businesses, or their officers, directors,
employees, or agents, and not to or for the benefit of any
other person or entity or the public generally.
(21) To make debt or equity investments in corporations
or projects, whether for profit or not for profit, designed
to promote the development of the community and its welfare,
provided that the aggregate investment in all of these
corporations and in all of these projects does not exceed 10%
of the unimpaired capital and unimpaired surplus of the bank
and provided that this limitation shall not apply to
creditworthy loans by the bank to those corporations or
projects. Upon written application to the Commissioner, a
bank may make an investment that would, when aggregated with
all other such investments, exceed 10% of the unimpaired
capital and unimpaired surplus of the bank. The Commissioner
may approve the investment if he is of the opinion and finds
that the proposed investment will not have a material adverse
effect on the safety and soundness of the bank.
(22) To own, possess, and carry as assets the stock of a
corporation engaged in the ownership or operation of a travel
agency or to operate a travel agency as a part of its
business, provided that the bank either owned, possessed, and
carried as assets the stock of such a corporation or operated
a travel agency as part of its business before July 1, 1991.
(23) With respect to affiliate facilities:
(a) to conduct at affiliate facilities for and on
behalf of another commonly owned bank, if so authorized
by the other bank, all transactions that the other bank
is authorized or permitted to perform; and
(b) to authorize a commonly owned bank to conduct
for and on behalf of it any of the transactions it is
authorized or permitted to perform at one or more
affiliate facilities.
Any bank intending to conduct or to authorize a commonly
owned bank to conduct at an affiliate facility any of the
transactions specified in this paragraph (23) shall give
written notice to the Commissioner at least 30 days before
any such transaction is conducted at the affiliate facility.
(24) To act as the agent for any fire, life, or other
insurance company authorized by the State of Illinois, by
soliciting and selling insurance and collecting premiums on
policies issued by such company; and to receive for services
so rendered such fees or commissions as may be agreed upon
between the bank and the insurance company for which it may
act as agent; provided, however, that no such bank shall in
any case assume or guarantee the payment of any premium on
insurance policies issued through its agency by its
principal; and provided further, that the bank shall not
guarantee the truth of any statement made by an assured in
filing his application for insurance.
(25) Notwithstanding any other provisions of this Act or
any other law, to offer any product or service that is at the
time authorized or permitted to any insured savings
association or out-of-state bank by applicable law, provided
that powers conferred only by this subsection (25):
(a) shall always be subject to the same limitations
and restrictions that are applicable to the insured
savings association or out-of-state bank for the product
or service by such applicable law;
(b) shall be subject to applicable provisions of
the Financial Institutions Insurance Sales Law;
(c) shall not include the right to own or conduct a
real estate brokerage business for which a license would
be required under the laws of this State; and
(d) shall not be construed to include the
establishment or maintenance of a branch, nor shall they
be construed to limit the establishment or maintenance of
a branch pursuant to subsection (11).
(Source: P.A. 90-41, eff. 10-1-97; 90-301, eff. 8-1-97;
90-655, eff. 7-30-98; 90-665, eff. 7-30-98; 91-330, eff.
7-29-99; 91-849, eff. 6-22-00.)
(205 ILCS 5/5b) (from Ch. 17, par. 312.1)
Sec. 5b. Deposits in outside depository.
(a) Except as provided in subsection (b), every bank is
liable for deposits made in an outside depository from the
time the deposit is made.
(b) A bank may adopt a policy that its liability for
deposits made in outside depositories will be delayed until
the deposits are recorded, and, if such a policy is adopted
and depositors are notified in writing at least 21 days in
advance of the effective date of such policy, the bank's
liability will be delayed in accordance with the policy. In
case of deposit accounts opened after such a policy is
adopted, the policy shall be effective if the depositor is
given written notice of the policy at the time the deposit
account is opened.
(c) For the purposes of this Section "outside
depository" means any receptacle attached to a main banking
premise, or branch, as allowed in subsection (15) of Section
5 of this Act, or other location for the purpose of making
deposits either during or after regular banking hours, but
does not include an automatic teller machine or point of sale
terminal, as defined in the Electronic Fund Transfer Act.
(Source: P.A. 88-273; 89-310, eff. 1-1-96.)
(205 ILCS 5/7) (from Ch. 17, par. 314)
Sec. 7. Organization capital requirements. A bank may be
organized to exercise the powers conferred by this Act with
minimum capital and surplus as determined by the
Commissioner. The Commissioner shall record such
organization capital requirements in the Office of the
Secretary of State.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 5/8) (from Ch. 17, par. 315)
Sec. 8. Incorporators. A State bank may be organized on
application by 5 or more incorporators who shall be
individuals except that a bank holding company may be the
sole incorporator of a State bank. Each incorporator shall
undertake to subscribe and pay in full in cash for stock
having a value of not less than one per cent of the minimum
capital and surplus requirements as set forth in Section 7,
except that incorporators of a State bank that will be owned
by a bank holding company may subscribe and pay in full in
cash for stock of the bank holding company, provided that the
incorporator's investment in the bank holding company must at
least equal the amount of money that would have been needed
for the incorporator to acquire shares of the bank's stock
pursuant to this Section.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 5/10) (from Ch. 17, par. 317)
Sec. 10. Permit to organize.
(a) Upon the filing of an application for a permit to
organize, the Commissioner shall investigate the truth of the
statements therein and shall consider the proposed bank's
capital structure, its future earnings prospects, the general
character, experience, and qualifications of its proposed
management, its proposed plan of operation, and the
convenience and needs of the area sought to be served, and
notwithstanding the provisions of Section 7 of this Act, the
Commissioner shall not approve the application and issue a
permit to organize unless he shall be of the opinion and
finds:
(1) that the proposed capital at least meets the
minimum requirements of this Act determined by the
Commissioner pursuant to Section 7 of this Act including
additional capital necessitated by the circumstances of
the proposed bank including its size, scope of
operations and market in which it proposes to operate;
(2) that the future earnings prospects are
favorable;
(3) that the general character, experience, and
qualifications of its proposed management and its
proposed plan of operation are such as to assure
reasonable promise of successful, safe and sound
operation;
(4) that the name of the proposed bank is not the
same as or deceptively similar to a name reserved with
the Commissioner's office under Section 9.5 or to the
name of any other bank then operating in this State; and
(5) that the convenience and needs of the area
sought to be served by the proposed bank will be
promoted.
(b) The Commissioner shall revoke the permit to organize
and order liquidation of any funds collected in the event
that the organizers do not obtain a charter from the
Commissioner authorizing the bank to commence business within
6 months from the date of the issuance of the permit, unless
a request has been submitted, in writing, to the Commissioner
for an extension and the request has been approved.
(c) The Commissioner may impose such terms and
conditions, if any, on the issuance of the permit to organize
as the Commissioner deems appropriate and necessary for the
organization of the bank.
(Source: P.A. 90-665, eff. 7-30-98; 91-452, eff. 1-1-00.)
(205 ILCS 5/12) (from Ch. 17, par. 319)
Sec. 12. Organization.
(a) The directors so elected shall may proceed to
organize in conformity with this Act and as follows:
(1) To qualify themselves as directors.
(2) To elect one of their number as president.
(3) To make and adopt by-laws not inconsistent with
its charter or with law for the administration of the
affairs of the bank.
(4) To appoint such officers as the by-laws may
provide, and fix the salaries of all officers.
(5) To furnish to the Commissioner lists of the
stockholders and copies of any other records the
Commissioner may require.
(6) To collect the subscriptions to the capital
stock and to the preferred stock, if any, including the
surplus and the reserves for operating expenses.
(6.5) To notify the Commissioner of any significant
deviation or change from the original plan of operation
or proposed business activities submitted with the
application for a permit to organize.
(7) To report the organization to the Commissioner.
(b) Subscriptions to the capital stock and to the
preferred stock, if any, collected pursuant to item (6) of
subsection (a) of this Section must be placed in escrow.
(Source: P.A. 85-204.)
(205 ILCS 5/13) (from Ch. 17, par. 320)
Sec. 13. Issuance of charter.
(a) When the directors have organized as provided in
Section 12 of this Act, and the capital stock and the
preferred stock, if any, together with a surplus of not less
than 50% of the capital, has been all fully paid in and a
record of the same filed with the Commissioner, the
Commissioner or some competent person of the Commissioner's
appointment shall make a thorough examination into the
affairs of the proposed bank, and if satisfied (i) that all
the requirements of this Act have been complied with, (ii)
that no intervening circumstance has occurred to change the
Commissioner's findings made pursuant to Section 10 of this
Act, and (iii) that the prior involvement by any stockholder
who will own a sufficient amount of stock to have control, as
defined in Section 18 of this Act, of the proposed bank with
any other financial institution, whether as stockholder,
director, officer, or customer, was conducted in a safe and
sound manner, upon payment into the Commissioner's office of
the reasonable expenses of the examination, as determined by
the Commissioner, the Commissioner shall issue a charter
authorizing the bank to commence business as authorized in
this Act. All charters issued by the Commissioner or any
predecessor agency which chartered State banks, including any
charter outstanding as of September 1, 1989, shall be
perpetual. For the 2 years after the Commissioner has issued
a charter to a bank, the bank shall request and obtain from
the Commissioner prior written approval before it may change
senior management personnel or directors.
The original charter, duly certified by the Commissioner,
or a certified copy shall be evidence in all courts and
places of the existence and authority of the bank to do
business. Upon the issuance of the charter by the
Commissioner, the bank shall be deemed fully organized and
may proceed to do business. The Commissioner may, in the
Commissioner's discretion, withhold the issuing of the
charter when the Commissioner has reason to believe that the
bank is organized for any purpose other than that
contemplated by this Act or that a commission or fee has been
paid in connection with the sale of the stock of the bank.
The Commissioner shall revoke the charter and order
liquidation in the event that the bank does not commence a
general banking business within one year from the date of the
issuance of the charter, unless a request has been submitted,
in writing, to the Commissioner for an extension and the
request has been approved. After commencing a general
banking business, a bank may change its name by filing
written notice with the Commissioner at least 30 days prior
to the effective date of such change. A bank chartered under
this Act may change its main banking premises by filing
written application with the Commissioner, on forms
prescribed by the Commissioner, provided (i) the change shall
not be a removal to a new location without complying with the
capital requirements of Section 7 and of subsection (1) of
Section 10 of this Act; (ii) the Commissioner approves the
relocation or change; and (iii) the bank complies with any
applicable federal law or regulation. The application shall
be deemed to be approved if the Commissioner has not acted on
the application within 30 days after receipt of the
application, unless within the 30-day time frame the
Commissioner informs the bank that an extension of time is
necessary prior to the Commissioner's action on the
application.
(b) (1) The Commissioner may also issue a charter to a
bank that is owned exclusively by other depository
institutions or depository institution holding companies and
is organized to engage exclusively in providing services to
or for other depository institutions, their holding
companies, and the officers, directors, and employees of such
institutions and companies, and in providing correspondent
banking services at the request of other depository
institutions or their holding companies (also referred to as
a "bankers' bank").
(2) A bank chartered pursuant to paragraph (1) shall,
except as otherwise specifically determined or limited by the
Commissioner in an order or pursuant to a rule, be vested
with the same rights and privileges and subject to the same
duties, restrictions, penalties, and liabilities now or
hereafter imposed under this Act.
(c) A bank chartered under this Act after November 1,
1985, and an out-of-state bank that merges with a State bank
and establishes or maintains a branch in this State after May
31, 1997, shall obtain from and, at all times while it
accepts or retains deposits, maintain with the Federal
Deposit Insurance Corporation, or such other instrumentality
of or corporation chartered by the United States, deposit
insurance as authorized under federal law.
(d) (i) A bank that has a banking charter issued by the
Commissioner under this Act may, pursuant to a written
purchase and assumption agreement, transfer substantially all
of its assets to another State bank or national bank in
consideration, in whole or in part, for the transferee banks'
assumption of any part or all of its liabilities. Such a
transfer shall in no way be deemed to impair the charter of
the transferor bank or cause the transferor bank to forfeit
any of its rights, powers, interests, franchises, or
privileges as a State bank, nor shall any voluntary reduction
in the transferor bank's activities resulting from the
transfer have any such effect; provided, however, that a
State bank that transfers substantially all of its assets
pursuant to this subsection (d) and following the transfer
does not accept deposits and make loans, shall not have any
rights, powers, interests, franchises, or privileges under
subsection (15) of Section 5 of this Act until the bank has
resumed accepting deposits and making loans.
(ii) The fact that a State bank does not resume
accepting deposits and making loans for a period of 24 months
commencing on September 11, 1989 or on a date of the transfer
of substantially all of a State bank's assets, whichever is
later, or such longer period as the Commissioner may allow in
writing, may be the basis for a finding by the Commissioner
under Section 51 of this Act that the bank is unable to
continue operations.
(iii) The authority provided by subdivision (i) of this
subsection (d) shall terminate on May 31, 1997, and no bank
that has transferred substantially all of its assets pursuant
to this subsection (d) shall continue in existence after May
31, 1997.
(Source: P.A. 90-14, eff. 7-1-97; 90-301, eff. 8-1-97;
90-665, eff. 7-30-98; 91-322, eff. 1-1-00.)
(205 ILCS 5/13.5)
Sec. 13.5. Formation and merger of interim banks.
(a) An interim bank may be chartered as a State bank for
the exclusive purpose of accomplishing a corporate
restructuring through merger with an existing State bank,
national bank, trust company, or an insured savings
association. An interim bank shall be chartered and merged
pursuant to the provisions of this Section. The interim bank
shall not accept deposits, make loans, pay checks, or engage
in the general banking business or any part thereof, and
shall not be subject to the provisions of this Act other than
those set forth in this Section; provided, however, that if
the interim bank becomes the resulting bank in a merger, such
resulting bank shall have all of the powers, rights, and
duties of a State bank and must comply with all applicable
provisions of this Act.
(b) An interim State bank may be organized upon
application by 5 or more incorporators or by a bank holding
company. The application shall be made on forms prescribed
by the Commissioner which shall request, at a minimum, the
following information:
(1) the names and addresses of the incorporators;
(2) the proposed name and address of the interim
bank;
(3) the name and address of all banks with which
the interim bank will be merging;
(4) a copy of the merger agreement by which the
interim bank will be merged with the banks identified in
item (3) containing the same information required in
merger agreements pursuant to subsection (1) of Section
22 of this Act; and
(5) an acknowledgement that the interim bank shall
not engage in the general banking business or any part
thereof unless and until the interim bank becomes the
resulting bank in a merger.
(c) The merger agreement must be approved by all of the
incorporators of the interim bank and must be approved by the
existing State bank with which the interim bank will merge,
as required by Section 22 of this Act.
(d) Upon receipt of the application to organize the
interim bank and the merger agreement submitted pursuant to
this Section and Section 22 of this Act, the Commissioner may
issue a charter to the interim bank and approve the merger
agreement if the Commissioner makes the findings set forth in
subsection (3) of Section 22 of this Act. The interim bank's
charter shall not take effect until, and shall only be
effective for purposes of, the merger.
(e) Nothing in this Section affects the obligations of
an existing State bank with which the interim bank will
merge, or the rights of minority or dissenting shareholders
of the existing State bank, in connection with the approval,
execution, and accomplishment of a merger agreement as
provided elsewhere in this Act.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 5/14) (from Ch. 17, par. 321)
Sec. 14. Stock. Unless otherwise provided for in this
Act provisions of general application to stock of a state
bank shall be as follows:
(1) All banks shall have their capital divided into
shares of a par value of not less than $1 one dollar each and
not more than $100 one hundred dollars each, however, the par
value of shares of a bank effecting a reverse stock split
pursuant to item (8) of subsection (a) of Section 17 may
temporarily exceed this limit provided it conforms to the
limits immediately after the reverse stock split is
completed. No issue of capital stock or preferred stock shall
be valid until not less than the par value of all such stock
so issued shall be paid in and notice thereof by the
president, a vice-president or cashier of the bank has been
transmitted to the Commissioner. In the case of an increase
in capital stock by the declaration of a stock dividend, the
capitalization of retained earnings effected by such stock
dividend shall constitute the payment for such shares
required by the preceding sentence, provided that the surplus
of said bank after such stock dividend shall be at least
equal to fifty per cent of the capital as increased. The
charter shall not limit or deny the voting power of the
shares of any class of stock except as provided in Section
15(3) of this Act.
(2) Pursuant to action taken in accordance with the
requirements of Section 17, a bank may issue preferred stock
of one or more classes as shall be approved by the
Commissioner as hereinafter provided, and make such amendment
to its charter as may be necessary for this purpose; but in
the case of any newly organized bank which has not yet issued
capital stock the requirements of Section 17 shall not apply.
(3) Without limiting the authority herein contained a
bank, when so provided in its charter and when approved by
the Commissioner, may issue shares of preferred stock:
(a) Subject to the right of the bank to redeem any
of such shares at not exceeding the price fixed by the
charter for the redemption thereof;
(b) Subject to the provisions of subsection (8) of
this Section 14 entitling the holders thereof to
cumulative or noncumulative dividends;
(c) Having preference over any other class or
classes of shares as to the payment of dividends;
(d) Having preference as to the assets of the bank
over any other class or classes of shares upon the
voluntary or involuntary liquidation of the bank;
(e) Convertible into shares of any other class of
stock, provided that preferred shares shall not be
converted into shares of a different par value unless
that part of the capital of the bank represented by such
preferred shares is at the time of the conversion equal
to the aggregate par value of the shares into which the
preferred shares are to be converted.
(4) If any part of the capital of a bank consists of
preferred stock, the determination of whether or not the
capital of such bank is impaired and the amount of such
impairment shall be based upon the par value of its stock
even though the amount which the holders of such preferred
stock shall be entitled to receive in the event of retirement
or liquidation shall be in excess of the par value of such
preferred stock.
(5) Pursuant to action taken in accordance with the
requirements of Section 17 of this Act, a state bank may
provide for a specified number of authorized but unissued
shares of capital stock for one or more of the following
purposes:
(a) Reserved for issuance under stock option plan
or plans to directors, officers or employees;
(b) Reserved for issuance upon conversion of
convertible preferred stock issued pursuant to and in
compliance with the provisions of subsections (2) and (3)
of this Section 14.
(c) Reserved for issuance upon conversion of
convertible debentures or other convertible evidences of
indebtedness issued by a state bank, provided always that
the terms of such conversion have been approved by the
Commissioner;
(d) Reserved for issuance by the declaration of a
stock dividend. If and when any shares of capital stock
are proposed to be authorized and reserved for any of the
purposes set forth in subparagraphs (a), (b) or (c)
above, the notice of the meeting, whether special or
annual, of stockholders at which such proposition is to
be considered shall be accompanied by a statement setting
forth or summarizing the terms upon which the shares of
capital stock so reserved are to be issued, and the
extent to which any preemptive rights of stockholders are
inapplicable to the issuance of the shares so reserved or
to the convertible preferred stock or convertible
debentures or other convertible evidences of
indebtedness, and the approving vote of the holders of at
least two-thirds of the outstanding shares of stock
entitled to vote at such meeting of the terms of such
issuance shall be requisite for the adoption of any
amendment providing for the reservation of authorized but
unissued shares for any of said purposes. Nothing in this
subsection (5) contained shall be deemed to authorize the
issuance of any capital stock for a consideration less
than the par value thereof.
(6) Upon written application to the Commissioner 60 days
prior to the proposed purchase and receipt of the written
approval of the Commissioner, a state bank may purchase and
hold as treasury stock such amounts of the total number of
issued and outstanding shares of its capital and preferred
stock outstanding as the Commissioner determines is
consistent with safety and soundness of the bank. The
Commissioner may specify the manner of accounting for the
treasury stock and the form of notice prior to ultimate
disposition of the shares. Except as authorized in this
subsection, it shall not be lawful for a state bank to
purchase or hold any additional such shares or securities
described in subsection (2) of Section 37 unless necessary to
prevent loss upon a debt previously contracted in good faith,
in which event such shares or securities so purchased or
acquired shall, within 6 months from the time of purchase or
acquisition, be sold or disposed of at public or private
sale. Any state bank which intends to purchase and hold
treasury stock as authorized in this subsection (6) shall
file a written application with the Commissioner 60 days
prior to any such proposed purchase. The application shall
state the number of shares to be purchased, the consideration
for the shares, the name and address of the person from whom
the shares are to be purchased, if known, and the total
percentage of its issued and outstanding shares to be held by
the bank after the purchase. The total consideration paid by
a state bank for treasury stock shall reduce capital and
surplus of the bank for purposes of Sections of this Act
relating to lending and investment limits which require
computation of capital and surplus. After considering and
approving an application to purchase and hold treasury stock
under this subsection, the Commissioner may waive or reduce
the balance of the 60 day application period. The
Commissioner may specify the form of the application for
approval to acquire treasury stock and promulgate rules and
regulations for the administration of this subsection (6). A
state bank may, acquire or resell its owns shares as treasury
stock pursuant to this subsection (6) without a change in its
charter pursuant to Section 17. Such stock may be held for
any purpose permitted in subsection (5) of this Section 14 or
may be resold upon such reasonable terms as the board of
directors may determine provided notice is given to the
Commissioner prior to the resale of such stock.
(7) During the time that a state bank shall continue its
banking business, it shall not withdraw or permit to be
withdrawn, either in the form of dividends or otherwise, any
portion of its capital, but nothing in this subsection shall
prevent a reduction or change of the capital stock or the
preferred stock under the provisions of Sections 17 through
30 of this Act, a purchase of treasury stock under the
provisions of subsection (6) of this Section 14 or a
redemption of preferred stock pursuant to charter provisions
therefor.
(8) (a) Subject to the provisions of this Act, the
board of directors of a state bank from time to time may
declare a dividend of so much of the net profits of such
bank as it shall judge expedient, but each bank before
the declaration of a dividend shall carry at least
one-tenth of its net profits since the date of the
declaration of the last preceding dividend, or since the
issuance of its charter in the case of its first
dividend, to its surplus until the same shall be equal to
its capital.
(b) No dividends shall be paid by a state bank
while it continues its banking business to an amount
greater than its net profits then on hand, deducting
first therefrom its losses and bad debts. All debts due
to a state bank on which interest is past due and unpaid
for a period of 6 months or more, unless the same are
well secured and in the process of collection, shall be
considered bad debts.
(9) A State bank may, but shall not be obliged to, issue
a certificate for a fractional share, and, by action of its
board of directors, may in lieu thereof, pay cash equal to
the value of the fractional share. A certificate for a
fractional share shall entitle the holder to exercise
fractional voting rights, to receive dividends, and to
participate in any of the assets of the bank in the event of
liquidation.
(Source: P.A. 90-160, eff. 7-23-97; 90-301, eff. 8-1-97;
90-655, eff. 7-30-98.)
(205 ILCS 5/15) (from Ch. 17, par. 322)
Sec. 15. Stock and stockholders. Unless otherwise
provided for in this Act, provisions of general application
to capital stock, preferred stock, and stockholders of a
State bank shall be as follows:
(1) There shall be an annual meeting of the stockholders
for the election of directors each year on the first business
day in January, unless some other date shall be fixed by the
by-laws. A special meeting of the stockholders may be called
at any time by the board of directors, and otherwise as may
be provided in the bylaws.
(2) Written or printed notice stating the place, day,
and hour of the meeting, and in case of a special meeting,
the purpose or purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 40 days
before the date of the meeting either personally or by mail,
by or at the direction of the president, or the secretary, or
the officer or persons calling the meeting, to each
stockholder of record entitled to vote at the meeting. If
mailed, the notice shall be deemed to be delivered when
deposited in the United States mail with postage thereon
prepaid addressed to the stockholder at his address as it
appears on the records of the bank.
(3) Except as provided below in this paragraph (3), each
outstanding share shall be entitled to one vote on each
matter submitted to a vote at a meeting of stockholders.
Shares of its own stock belonging to a bank shall not be
voted, directly or indirectly, at any meeting and shall not
be counted in determining the total number of outstanding
shares at any given time, but shares of its own stock held by
it in a fiduciary capacity may be voted and shall be counted
in determining the total number of outstanding shares at any
given time. A stockholder may vote either in person or by
proxy executed in writing by the stockholder or by his duly
authorized attorney-in-fact. No proxy shall be valid after
11 months from the date of its execution, unless otherwise
provided in the proxy. Except as provided below in this
paragraph (3), in all elections for directors every
stockholder (or subscriber to the stock prior to the issuance
of a charter) shall have the right to vote, in person or by
proxy, for the number of shares of stock owned by him, for as
many persons as there are directors to be elected, or to
cumulate the shares and give one candidate as many votes as
the number of directors multiplied by the number of his or
her shares of stock shall equal, or to distribute them on the
same principle among as many candidates as he or she shall
think fit. The bank charter of any bank organized on or
after January 1, 1984 may limit or eliminate cumulative
voting rights in all or specified circumstances, or may
eliminate voting rights entirely, as to any class or classes
or series of stock of the bank; provided that one class of
shares or series thereof shall always have voting rights in
respect of all matters in the bank. A bank organized prior to
January 1, 1984 may amend its charter to eliminate cumulative
voting rights under all or specified circumstances, or to
eliminate voting rights entirely, as to any class or classes
or series of stock of the bank; provided that one class of
shares or series thereof shall always have voting rights in
respect of all matters in the bank, and provided further that
the proposal to eliminate the voting rights receives the
approval of the holders of 70% of the outstanding shares of
stock entitled to vote as provided in paragraph (b) (7) of
Section 17. A majority of the outstanding shares represented
in person or by proxy shall constitute a quorum at a meeting
of stockholders. In the absence of a quorum a meeting may be
adjourned from time to time without notice to the
stockholders.
(4) Whenever additional stock of a class is offered for
sale, stockholders of record of the same class on the date of
the offer shall have the right to subscribe to the proportion
of the shares as the stock of the class held by them bears to
the total of the outstanding stock of the class, and the
price thereof may be in excess of par value. This right
shall be transferable but shall terminate if not exercised
within 60 days of the offer, unless the Commissioner shall
authorize a shorter time. If the right is not exercised, the
stock shall not be re-offered for sale to others at a lower
price without the stockholders of the same class again being
accorded a preemptive right to subscribe at the lower price.
Notwithstanding any of the provisions of this paragraph (4)
or any other provision of law, stockholders shall not have
any preemptive or other right to subscribe for or to purchase
or acquire shares of capital stock issued or to be issued
under a stock-option plan or upon conversion of preferred
stock or convertible debentures or other convertible
indebtedness that has been approved by stockholders in the
manner required by the provisions of subsection (5) of
Section 14 hereof or to treasury stock acquired pursuant to
subsection (6) of Section 14.
(5) For the purpose of determining stockholders entitled
to notice of or to vote at any meeting of stockholders, or
stockholders entitled to receive payment of any dividend, or
in order to make a determination of stockholders for any
other proper purpose, the board of directors of a bank may
provide that the stock transfer books shall be closed for a
stated period not to exceed, in any case, 40 days. In lieu
of closing the stock transfer books, the board of directors
may fix in advance a date as the record date for any
determination of stockholders, the date in any case to be not
more than 40 days, and in case of a meeting of stockholders,
not less than 10 days prior to the date on which the
particular action, requiring the determination of
stockholders, is to be taken. If the stock transfer books
are not closed and no record date is fixed for the
determination of stockholders entitled to notice of or to
vote at a meeting of stockholders, or stockholders entitled
to receive payment of a dividend, the date on which notice of
a meeting is mailed or the date on which the resolution of
the board of directors declaring the dividend is adopted, as
the case may be, shall be the record date for the
determination of stockholders.
(6) Stock standing in the name of another corporation,
domestic or foreign, may be voted by the officer, agent, or
proxy as the by-laws of the corporation may prescribe, or, in
the absence of such provision, as the board of directors of
the corporation may determine. Stock standing in the name of
a deceased person may be voted by his or her administrator or
executor, either in person or by proxy. Stock standing in
the name of a guardian or trustee may be voted by that
fiduciary either in person or by proxy. Shares standing in
the name of a receiver may be voted by the receiver, and
shares held by or under control of a receiver may be voted by
the receiver without the transfer thereof into his or her
name if authority so to do be contained in an appropriate
order of the court by which the receiver was appointed. A
stockholder whose shares of stock are pledged shall be
entitled to vote those shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(7) Shares of stock shall be transferable in accordance
with the general laws of this State governing the transfer of
corporate shares.
(8) The president and cashier of every State bank shall
cause to be kept at all times a full and correct list of the
names and residences of all the shareholders in the State
bank and the number of shares held by each in the office
where its business is transacted. The list shall be subject
to the inspection of all the shareholders of the State bank
and the officers authorized to assess taxes under State
authority during business hours of each day in which business
may be legally transacted. A copy of the list, verified by
the oath of the president or cashier, shall be transmitted to
the Commissioner of Banks and Real Estate within 10 days of
any demand therefor made by the Commissioner.
(9) Any number of shareholders of a bank may create a
voting trust for the purpose of conferring upon a trustee or
trustees the right to vote or otherwise represent their
shares for a period of not to exceed 10 years by entering
into a written voting trust agreement specifying the terms
and conditions of the voting trust and by transferring their
shares to the trustee or trustees for the purposes of the
agreement. The trust agreement shall not become effective
until a counterpart of the agreement is deposited with the
bank at its main banking premises registered office. The
counterpart of the voting trust agreement so deposited with
the bank shall be subject to the same right of examination by
a shareholder of the bank, in person or by agent or attorney,
as is the record of shareholders of the bank and shall be
subject to examination by any holder of a beneficial interest
in the voting trust, either in person or by agent or
attorney, at any reasonable time for any proper purpose.
(10) Voting agreements. Shareholders may provide for
the voting of their shares by signing an agreement for that
purpose. A voting agreement created under this paragraph is
not subject to the provisions of paragraph (9).
A voting agreement created under this paragraph is
specifically enforceable in accordance with the principles of
equity.
(Source: P.A. 89-508, eff. 7-3-96.)
(205 ILCS 5/16.1) (from Ch. 17, par. 323.1)
Sec. 16.1. One or more of the directors may be removed,
with or without cause, at a meeting of shareholders by the
affirmative vote of the holders of a majority of the
outstanding shares then entitled to vote at an election of
directors, except as follows:
(1) No director shall be removed at a meeting of
shareholders unless the notice of the meeting shall state
that a purpose of the meeting is to vote upon the removal of
one or more directors named in the notice. Only the named
director or directors may be removed at that meeting.
(2) In the case of a bank having cumulative voting, if
less than the entire board is to be removed, no director may
be removed if the votes cast against his or her removal would
be sufficient to elect him or her if then cumulatively voted
at an election of the entire board of directors.
(3) If a director is elected by a class or series of
shares, he or she may be removed only by the shareholders of
that class or series.
(4) In the case of a State bank whose board is
classified as provided in paragraph (3) (5) of Section 16 of
this Act, the charter or the by-laws may provide that
directors may be removed only for cause.
(Source: P.A. 86-368; 87-269.)
(205 ILCS 5/17) (from Ch. 17, par. 324)
Sec. 17. Changes in charter.
(a) By compliance with the provisions of this Act a
State bank may:
(1) (blank);
(2) increase, decrease or change its capital stock,
whether issued or unissued, provided that in no case
shall the capital be diminished to the prejudice of its
creditors;
(3) provide for authorized but unissued capital
stock reserved for issuance for one or more of the
purposes provided for in subsection (5) of Section 14
hereof;
(4) authorize preferred stock, or increase,
decrease or change the preferences, qualifications,
limitations, restrictions or special or relative rights
of its preferred stock, whether issued or unissued,
provided that in no case shall the capital be diminished
to the prejudice of its creditors;
(5) increase, decrease or change the par value of
its shares of its capital stock or preferred stock,
whether issued or unissued;
(6) (blank) extend the duration of its charter;
(7) eliminate cumulative voting rights under all or
specified circumstances, or eliminate voting rights
entirely, as to any class or classes or series of stock
of the bank pursuant to paragraph (3) of Section 15,
provided that one class of shares or series thereof shall
always have voting in respect to all matters in the bank,
and provided further that the proposal to eliminate such
voting rights receives the approval of the holders of 70%
of the outstanding shares of stock entitled to vote as
provided in paragraph (7) of subsection (b) of this
Section 17;
(8) increase, decrease, or change its capital stock
or preferred stock, whether issued or unissued, for the
purpose of eliminating fractional shares or avoiding the
issuance of fractional shares, provided that in no case
shall the capital be diminished to the prejudice of its
creditors; or
(9) make such other change in its charter as may be
authorized in this Act.
(b) To effect a change or changes in a State bank's
charter as provided for in this Section 17:
(1) The board of directors shall adopt a resolution
setting forth the proposed amendment and directing that
it be submitted to a vote at a meeting of stockholders,
which may be either an annual or special meeting.
(2) If the meeting is a special meeting, written or
printed notice setting forth the proposed amendment or
summary thereof shall be given to each stockholder of
record entitled to vote at such meeting at least 30 days
before such meeting and in the manner provided in this
Act for the giving of notice of meetings of stockholders.
(3) At such special meeting, a vote of the
stockholders entitled to vote shall be taken on the
proposed amendment. Except as provided in paragraph (7)
of this subsection (b), the proposed amendment shall be
adopted upon receiving the affirmative vote of the
holders of at least two-thirds of the outstanding shares
of stock entitled to vote at such meeting, unless holders
of preferred stock are entitled to vote as a class in
respect thereof, in which event the proposed amendment
shall be adopted upon receiving the affirmative vote of
the holders of at least two-thirds of the outstanding
shares of each class of shares entitled to vote as a
class in respect thereof and of the total outstanding
shares entitled to vote at such meeting. Any number of
amendments may be submitted to the stockholders and voted
upon by them at one meeting. A certificate of the
amendment, or amendments, verified by the president, or a
vice-president, or the cashier, shall be filed
immediately in the office of the Commissioner.
(4) At any annual meeting without a resolution of
the board of directors and without a notice and prior
publication, as hereinabove provided, a proposition for a
change in the bank's charter as provided for in this
Section 17 may be submitted to a vote of the stockholders
entitled to vote at the annual meeting, except that no
proposition for authorized but unissued capital stock
reserved for issuance for one or more of the purposes
provided for in subsection (5) of Section 14 hereof shall
be submitted without complying with the provisions of
said subsection. The proposed amendment shall be adopted
upon receiving the affirmative vote of the holders of at
least two-thirds of the outstanding shares of stock
entitled to vote at such meeting, unless holders of
preferred stock are entitled to vote as a class in
respect thereof, in which event the proposed amendment
shall be adopted upon receiving the affirmative vote of
the holders of at least two-thirds of the outstanding
shares of each class of shares entitled to vote as a
class in respect thereof and the total outstanding shares
entitled to vote at such meeting. A certificate of the
amendment, or amendments, verified by the president, or a
vice-president or cashier, shall be filed immediately in
the office of the Commissioner.
(5) If an amendment or amendments shall be approved
in writing by the Commissioner, the amendment or
amendments so adopted and so approved shall be
accomplished in accordance with the vote of the
stockholders. The Commissioner may impose such terms and
conditions on the approval of the amendment or amendments
as he deems necessary or appropriate. The Commissioner
shall revoke such approval in the event such amendment or
amendments are not effected within one year from the date
of the issuance of the Commissioner's certificate and
written approval except for transactions permitted under
subsection (5) of Section 14 of this Act.
(6) No amendment or amendments shall affect suits
in which the bank is a party, nor affect causes of
action, nor affect rights of persons in any particular,
nor shall actions brought against such bank by its former
name be abated by a change of name.
(7) A proposal to amend the charter to eliminate
cumulative voting rights under all or specified
circumstances, or to eliminate voting rights entirely, as
to any class or classes or series or stock of a bank,
pursuant to paragraph (3) of Section 15 and paragraph (7)
of subsection (a) of this Section 17, shall be adopted
only upon such proposal receiving the approval of the
holders of 70% of the outstanding shares of stock
entitled to vote at the meeting where the proposal is
presented for approval, unless holders of preferred stock
are entitled to vote as a class in respect thereof, in
which event the proposed amendment shall be adopted upon
receiving the approval of the holders of 70% of the
outstanding shares of each class of shares entitled to
vote as a class in respect thereof and of the total
outstanding shares entitled to vote at the meeting where
the proposal is presented for approval. The proposal to
amend the charter pursuant to this paragraph (7) may be
voted upon at the annual meeting or a special meeting.
(8) Written or printed notice of a stockholders'
meeting to vote on a proposal to increase, decrease or
change the capital stock or preferred stock pursuant to
paragraph (8) of subsection (a) of this Section 17 and to
eliminate fractional shares or avoid the issuance of
fractional shares shall be given to each stockholder of
record entitled to vote at the meeting at least 30 days
before the meeting and in the manner provided in this Act
for the giving of notice of meetings of stockholders, and
shall include all of the following information:
(A) A statement of the purpose of the proposed
reverse stock split.
(B) A statement of the amount of consideration
being offered for the bank's stock.
(C) A statement that the bank considers the
transaction fair to the stockholders, and a
statement of the material facts upon which this
belief is based.
(D) A statement that the bank has secured an
opinion from a third party with respect to the
fairness, from a financial point of view, of the
consideration to be paid, the identity and
qualifications of the third party, how the third
party was selected, and any material relationship
between the third party and the bank.
(E) A summary of the opinion including the
basis for and the methods of arriving at the
findings and any limitation imposed by the bank in
arriving at fair value and a statement making the
opinion available for reviewing or copying by any
stockholder.
(F) A statement that objecting stockholders
will be entitled to the fair value of those shares
that are voted against the charter amendment, if a
proper demand is made on the bank and the
requirements are satisfied as specified in this
Section.
If a stockholder shall file with the bank, prior to or at the
meeting of stockholders at which the proposed charter
amendment is submitted to a vote, a written objection to the
proposed charter amendment and shall not vote in favor
thereof, and if the stockholder, within 20 days after
receiving written notice of the date the charter amendment
was accomplished pursuant to paragraph (5) of subsection (a)
of this Section 17, shall make written demand on the bank for
payment of the fair value of the stockholder's shares as of
the day prior to the date on which the vote was taken
approving the charter amendment, the bank shall pay to the
stockholder, upon surrender of the certificate or
certificates representing the stock, the fair value thereof.
The demand shall state the number of shares owned by the
objecting stockholder. The bank shall provide written notice
of the date on which the charter amendment was accomplished
to all stockholders who have filed written objections in
order that the objecting stockholders may know when they must
file written demand if they choose to do so. Any stockholder
failing to make demand within the 20-day period shall be
conclusively presumed to have consented to the charter
amendment and shall be bound by the terms thereof. If within
30 days after the date on which a charter amendment was
accomplished the value of the shares is agreed upon between
the objecting stockholders and the bank, payment therefor
shall be made within 90 days after the date on which the
charter amendment was accomplished, upon the surrender of the
stockholder's certificate or certificates representing the
shares. Upon payment of the agreed value the objecting
stockholder shall cease to have any interest in the shares or
in the bank. If within such period of 30 days the
stockholder and the bank do not so agree, then the objecting
stockholder may, within 60 days after the expiration of the
30-day period, file a complaint in the circuit court asking
for a finding and determination of the fair value of the
shares, and shall be entitled to judgment against the bank
for the amount of the fair value as of the day prior to the
date on which the vote was taken approving the charter
amendment with interest thereon to the date of the judgment.
The practice, procedure and judgment shall be governed by the
Civil Practice Law. The judgment shall be payable only upon
and simultaneously with the surrender to the bank of the
certificate or certificates representing the shares. Upon
payment of the judgment, the objecting stockholder shall
cease to have any interest in the shares or the bank. The
shares may be held and disposed of by the bank. Unless the
objecting stockholder shall file such complaint within the
time herein limited, the stockholder and all persons claiming
under the stockholder shall be conclusively presumed to have
approved and ratified the charter amendment, and shall be
bound by the terms thereof. The right of an objecting
stockholder to be paid the fair value of the stockholder's
shares of stock as herein provided shall cease if and when
the bank shall abandon the charter amendment.
(c) The purchase and holding and later resale of
treasury stock of a state bank pursuant to the provisions of
subsection (6) of Section 14 may be accomplished without a
change in its charter reflecting any decrease or increase in
capital stock.
(Source: P.A. 90-160, eff. 7-23-97; 90-301, eff. 8-1-97;
90-655, eff. 7-30-98; 91-322, eff. 1-1-00.)
(205 ILCS 5/18) (from Ch. 17, par. 325)
Sec. 18. Change in control.
(a) Before a change may occur in the ownership of
outstanding stock of any State bank, whether by sale and
purchase, gift, bequest or inheritance, or any other means,
including the acquisition of stock of the State bank by any
bank holding company, which will result in control or a
change in the control of the bank or before a change in the
control of a holding company having control of the
outstanding stock of a State bank whether by sale and
purchase, gift, bequest or inheritance, or any other means,
including the acquisition of stock of such holding company by
any other bank holding company, which will result in control
or a change in control of the bank or holding company, or
before a transfer of substantially all the assets or
liabilities of the State bank, the Commissioner shall be of
the opinion and find:
(1) that the general character of its proposed
management or of the person desiring to purchase
substantially all the assets or to assume substantially
all the liabilities of the State bank, after the change
in control, is such as to assure reasonable promise of
successful, safe and sound operation;
(1.1) that depositors' interests will not be
jeopardized by the purchase or assumption and that
adequate provision has been made for all liabilities as
required for a voluntary liquidation under Section 68 of
this Act;
(2) that the future earnings prospects of the
person desiring to purchase substantially all assets or
to assume substantially all the liabilities of the State
bank, after the proposed change in control, are
favorable;
(3) that any prior involvement by the persons
proposing to obtain control, to purchase substantially
all the assets, or to assume substantially all the
liabilities of the State bank or by the proposed
management personnel with any other financial
institution, whether as stockholder, director, officer or
customer, was conducted in a safe and sound manner; and
(4) that if the acquisition is being made by a bank
holding company, the acquisition is authorized under the
Illinois Bank Holding Company Act of 1957.
(b) Persons desiring to purchase control of an existing
state bank, to purchase substantially all the assets, or to
assume substantially all the liabilities of the State bank
shall, prior to that purchase, submit to the Commissioner:
(1) a statement of financial worth;
(2) satisfactory evidence that any prior
involvement by the persons and the proposed management
personnel with any other financial institution, whether
as stockholder, director, officer or customer, was
conducted in a safe and sound manner; and
(3) such other relevant information as the
Commissioner may request to substantiate the findings
under subsection (a) of this Section.
A person who has submitted information to the
Commissioner pursuant to this subsection (b) is under a
continuing obligation until the Commissioner takes action on
the application to immediately supplement that information if
there are any material changes in the information previously
furnished or if there are any material changes in any
circumstances that may affect the Commissioner's opinion and
findings. In addition, a person submitting information under
this subsection shall notify the Commissioner of the date
when the change in control is finally effected.
The Commissioner may impose such terms and conditions on
the approval of the change in control application as he deems
necessary or appropriate.
If an applicant, whose application for a change in
control has been approved pursuant to subsection (a) of this
Section, fails to effect the change in control within 180
days after the date of the Commissioner's approval, the
Commissioner shall revoke that approval unless a request has
been submitted, in writing, to the Commissioner for an
extension and the request has been approved.
As used in this Section, the term "control" means the
ownership of such amount of stock or ability to direct the
voting of such stock as to give power to, directly or
indirectly, direct or cause the direction of the management
or policies of the bank. A change in ownership of stock
which would result in direct or indirect ownership by a
stockholder, an affiliated group of stockholders or a holding
company of less than 10 percent of the outstanding stock
shall not be considered a change of control. A change in
ownership of stock which would result in direct or indirect
ownership by a stockholder, an affiliated group of
stockholders or a holding company of 20 percent or such
lesser amount which would entitle the holder by applying
cumulative voting to elect one director shall be presumed to
constitute a change of control for purposes of this Section
18. If there is any doubt as to whether a change in the
ownership or control of the outstanding stock is sufficient
to result in obtaining control thereof or to effect a change
in the control thereof, such doubt shall be resolved in favor
of reporting the facts to the Commissioner.
As used in this Section, "substantially all" the assets
or liabilities of a State bank means that portion of the
assets or liabilities of a State bank such that their
purchase or transfer will materially impair the ability of
the State bank to continue successful, safe, and sound
operations or to continue as a going concern or would cause
the bank to lose its federal deposit insurance.
(b-1) Any person who obtains ownership of stock of an
existing State bank or stock of a holding company that
controls the State bank by gift, bequest, or inheritance such
that ownership of the stock would constitute control of the
State bank or holding company may obtain title and ownership
of the stock, but may not exercise management or control of
the business and affairs of the bank or vote his or her
shares so as to exercise management or control unless and
until the Commissioner approves an application for the change
of control as provided in subsection (b) of this Section.
(c) Whenever a state bank makes a loan or loans,
secured, or to be secured, by 25% or more of the outstanding
stock of a state bank, the president or other chief executive
officer of the lending bank shall promptly report such fact
to the Commissioner upon obtaining knowledge of such loan or
loans, except that no report need be made in those cases
where the borrower has been the owner of record of the stock
for a period of one year or more, or the stock is that of a
newly organized bank prior to its opening.
(d) The reports required by subsections (b) and (c) of
this Section 18, other than those relating to a transfer of
assets or assumption of liabilities, shall contain the
following information to the extent that it is known by the
person making the report: (1) the number of shares involved;
(2) the names of the sellers (or transferors); (3) the names
of the purchasers (or transferees); (4) the names of the
beneficial owners if the shares are registered in another
name: (5) the purchase price, if applicable; (6) the total
number of shares owned by the sellers (or transferors), the
purchasers (or transferees) and the beneficial owners both
immediately before and after the transaction; and, (7) in the
case of a loan, the name of the borrower, the amount of the
loan, the name of the bank issuing the stock securing the
loan and the number of shares securing the loan. In addition
to the foregoing, such reports shall contain such other
information which is requested by the Commissioner to inform
the Commissioner of the effect of the transaction upon
control of the bank whose stock is involved.
(d-1) The reports required by subsection (b) of this
Section 18 that relate to purchase of assets and assumption
of liabilities shall contain the following information to the
extent that it is known by the person making the report: (1)
the value, amount, and description of the assets transferred;
(2) the amount, type, and to whom each type of liabilities
are owed; (3) the names of the purchasers (or transferees);
(4) the names of the beneficial owners if the shares of a
purchaser or transferee are registered in another name; (5)
the purchase price, if applicable; and, (6) in the case of a
loan obtained to effect a purchase, the name of the borrower,
the amount and terms of the loan, and the description of the
assets securing the loan. In addition to the foregoing,
these reports shall contain any other information that is
requested by the Commissioner to inform the Commissioner of
the effect of the transaction upon the bank from which assets
are purchased or liabilities are transferred.
(e) Whenever such a change as described in subsection
(a) of this Section 18 occurs, each state bank shall report
promptly to the Commissioner any changes or replacement of
its chief executive officer or of any director occurring in
the next 12 month period, including in its report a statement
of the past and current business and professional
affiliations of the new chief executive officer or directors.
(f) (Blank).
(g) (1) Except as otherwise expressly provided in this
subsection (g), the Commissioners shall not approve an
application for a change in control if upon consummation
of the change in control the persons applying for the
change in control, including any affiliates of the
persons applying, would control 30% or more of the total
amount of deposits which are located in this State at
insured depository institutions. For purposes of this
subsection (g), the words "insured depository
institution" shall mean State banks, national banks, and
insured savings associations. For purposes of this
subsection (g), the word "deposits" shall have the
meaning ascribed to that word in Section 3(1) of the
Federal Deposit Insurance Act. For purposes of this
subsection (g), the total amount of deposits which are
considered to be located in this State at insured
depository institutions shall equal the sum of all
deposits held at the main banking premises and branches
in the State of Illinois of State banks, national banks,
or insured savings associations. For purposes of this
subsection (g), the word "affiliates" shall have the
meaning ascribed to that word in Section 35.2 of this
Act.
(2) Notwithstanding the provisions of subsection
(g)(1) of this Section, the Commissioner may approve an
application for a change in control for a bank that is in
default or in danger of default. Except in those
instances in which an application for a change in control
is for a bank that is in default or in danger of default,
the Commissioner may not approve a change in control
which does not meet the requirements of subsection (g)(1)
of this Section. The Commissioner may not waive the
provisions of subsection (g)(1) of this Section, whether
pursuant to Section 3(d) of the federal Bank Holding
Company Act of 1956 or Section 44(d) of the Federal
Deposit Insurance Act, except as expressly provided in
this subsection (g)(2).
(h) As used in this Section, the term "control" means
the ownership of such amount of stock or ability to direct
the voting of such stock as to, directly or indirectly, give
power to direct or cause the direction of the management or
policies of the bank. A change in ownership of stock that
would result in direct or indirect ownership by a
stockholder, an affiliated group of stockholders, or a
holding company of less than 10% of the outstanding stock
shall not be considered a change in control. A change in
ownership of stock that would result in direct or indirect
ownership by a stockholder, an affiliated group of
stockholders, or a holding company of 20% or such lesser
amount that would entitle the holder by applying cumulative
voting to elect one director shall be presumed to constitute
a change of control for purposes of this Section 18. If
there is any question as to whether a change in the ownership
or control of the outstanding stock is sufficient to result
in obtaining control thereof or to effect a change in the
control thereof, the question shall be resolved in favor of
reporting the facts to the Commissioner.
As used in this Section, "substantially all" the assets
or liabilities of a State bank means that portion of the
assets or liabilities of a State bank such that their
purchase or transfer will materially impair the ability of
the State bank to continue successful, safe, and sound
operations or to continue as a going concern or would cause
the bank to lose its federal deposit insurance.
As used in this Section, "purchase" includes a transfer
by gift, bequest, inheritance, or any other means.
(Source: P.A. 89-567, eff. 7-26-96; 90-226, eff. 7-25-97.)
(205 ILCS 5/22) (from Ch. 17, par. 329)
Sec. 22. Merger procedure; resulting State bank. The
merger procedure required of a State bank where there is to
be a resulting State bank by consolidation or merger shall
be:
(1) The board of directors of each merging bank or
insured savings association shall, by a majority of the
entire board, approve a merger agreement that shall contain:
(a) The name of each merging bank or insured
savings association and its location and a list of each
merging bank's or insured savings association's
stockholders as of the date of the merger agreement;
(b) With respect to the resulting bank (i) its name
and place of business; (ii) the amount of Tier 1 capital,
surplus and reserve for operating expenses; (iii) the
classes and the number of shares of stock and the par
value of each share; (iv) the designation of the
continuing bank and the charter which is to be the
charter of the resulting bank, together with the
amendments to the continuing charter and to the
continuing by-laws; and (v) a detailed financial
Statement showing the assets and liabilities after the
proposed merger or consolidation;
(c) Provisions stating the method, terms and
conditions of carrying the merger into effect, including
the manner of converting the shares of the merging banks
or insured savings association into the cash, shares of
stock or other securities of any corporation or other
property, or any combination of the foregoing, Stated in
the merger agreement as to be received by the
stockholders of each merging bank or insured savings
association;
(d) A Statement that the agreement is subject to
approval by the Commissioner and by the stockholders of
each merging bank or insured savings association and that
whether approved or disapproved the merging banks or
insured savings association will pay the Commissioner's
expenses of examination;
(e) Provisions governing the manner of disposing of
the shares of the resulting bank not taken by the
dissenting stockholders of the merging banks or insured
savings association; and
(f) Such other provisions as the Commissioner may
reasonably require to enable him to discharge his duties
with respect to the merger.
(2) After approval by the board of directors of each
bank or insured savings association, the merger agreement
shall be submitted to the Commissioner for approval, together
with certified copies of the authorizing resolutions of each
board of directors showing approval by a majority of the
entire board of each bank or insured savings association.
(3) After receipt by the Commissioner of the papers
specified in paragraph (2), he shall approve or disapprove
the merger agreement. The Commissioner shall not approve the
merger agreement unless he shall be of the opinion and shall
find:
(a) That the resulting bank meets the requirements
of this Act for the formation of a new bank at the
proposed main banking premises of the resulting bank;
(b) That the same matters exist with respect to the
resulting bank which would have been required under
Section 10 of this Act for the organization of a new
bank;
(c) That the merger agreement is fair to all
persons affected; and
(d) That the resulting bank will be operated in a
safe and sound manner.
If the Commissioner disapproves an agreement he shall
State his objections and give an opportunity to the merging
banks to amend the merger agreement to obviate such
objections.
(4) The Commissioner may impose such terms and
conditions on the approval of the merger agreement as he
deems necessary or appropriate.
(5) If the Commissioner approves a merger agreement, he
may revoke that approval if the merger has not been approved
by the shareholders in accordance with Section 23 within 180
days after the date of the Commissioner's approval, unless a
request has been submitted, in writing, to the Commissioner
for an extension and the request has been approved.
(6) The board of directors of a bank or insured savings
association is under a continuing obligation until the
Commissioner takes action on the application to furnish
additional information if there are any material changes in
circumstances after the merger agreement has been submitted
which may affect the Commissioner's opinions and findings.
(Source: P.A. 87-1226.)
(205 ILCS 5/25) (from Ch. 17, par. 332)
Sec. 25. Conversion of national bank or insured savings
association into State bank. A national bank or insured
savings association located in this State which follows the
procedure prescribed by the laws of the United States or of
the State of Illinois to convert into a State bank may be
granted a charter by the Commissioner. The national bank or
insured savings association may apply for such charter by
filing with the Commissioner:
(1) A certificate signed by its president, or a
vice-president, or the cashier, and by a majority of the
entire board of directors setting forth the corporate action
taken in compliance with the provisions of the laws of the
United States or of the State of Illinois governing the
conversion of a national bank or insured savings association
to a State bank;
(2) The plan of conversion and the proposed charter
approved by the stockholders for the operation of the bank or
insured savings association as a State bank;
(3) The name proposed for the converting bank or insured
savings association, its location and a list of its
stockholders as of the date of the stockholders' approval of
the plan of conversion;
(4) The amount of its Tier 1 capital, surplus and
reserve for operation expenses, the classes and the number of
the shares of stock and the par value of each share, and a
detailed statement showing the assets and liabilities of the
converting bank or insured savings association; and
(5) A statement that the plan of conversion is subject
to the approval of the Commissioner and that whether approved
or disapproved the converting bank or insured savings
association will pay the Commissioner's expenses of
examination.
For purposes of this Section, a national bank or insured
savings association is located in the State where its main
banking premises or main office is located.
(Source: P.A. 89-567, eff. 7-26-96.)
(205 ILCS 5/30.5)
Sec. 30.5. Mid-tier bank holding company merger with
State bank. Upon approval by the Commissioner, a mid-tier
bank holding company having power so to do under the law
under which it is organized may merge into its subsidiary
State bank as prescribed by this Act; except that the action
by the mid-tier bank holding company shall be taken in the
manner prescribed by and shall be subject to limitations and
requirements imposed by the law under which it is organized.
The merger procedure shall be as follows:
(1) The board of directors of the parent bank holding
company shall, by resolution, approve a merger agreement
which shall contain:
(a) the name and location of the merging bank and
of the mid-tier bank holding company;
(b) with respect to the merging bank (i) the amount
of Tier 1 capital, surplus, and reserve for operating
expenses; (ii) the classes and the number of shares of
stock and the par value of each share; (iii) a detailed
financial statement showing the assets and liabilities
after the proposed merger; and (iv) any amendments to the
charter or by-laws;
(c) provisions governing the manner of converting
the shares of the merging bank and the mid-tier bank
holding company into shares of the merging bank and the
manner of transferring the converted shares to the parent
bank holding company;
(d) a statement that the merger agreement is
subject to approval by the Commissioner and that whether
approved or disapproved, the parties thereto will pay the
Commissioner's expenses of examination; and
(e) such other provisions as the Commissioner may
reasonably require to enable him to discharge his duties
with respect to the merger.
(2) After approval by the board of directors of the
parent bank holding company, the merger agreement shall be
submitted to the Commissioner for approval.
(3) After receipt by the Commissioner of the papers
specified in item (2), he shall approve or disapprove the
merger agreement. The Commissioner shall not approve the
agreement unless he shall be of the opinion and finds that
the same matters exist in respect of the continuing bank
which would have been required under Section 10 of this Act
for the organization of a new bank, that the mid-tier bank
holding company has no known liabilities that will become
liabilities of the continuing bank, and that the parent bank
holding company will indemnify the continuing bank for any
known and unknown contingent liabilities for which the
continuing bank may become liable as a result of the merger.
Nothing in this Section shall authorize a resulting State
bank to acquire, hold, or invest any asset or to assume or
incur any liability that does not conform to the legal
requirements for assets acquired, held, or invested or
liabilities assumed or incurred by State banks, or to engage
in any activity in which a State bank is not authorized to
engage as part of a general banking business. If the
Commissioner disapproves the merger agreement, he shall state
his objections in writing and give an opportunity to the
merging bank and mid-tier bank holding company to obviate the
objections.
(4) To be effective, if approved by the Commissioner, a
copy of the merger agreement executed by the duly authorized
president of the mid-tier bank holding company and president
of the merging State bank, together with copies of the
resolution of the board of directors of the parent bank
holding company, approving the merger agreement, certified by
the parent bank holding company's president or vice-president
and attested by the secretary, must be filed with the
Commissioner. The merger shall, unless a later date is
specified in the agreement, become effective when the
Commissioner has approved the agreement and issued a
certificate of merger to the continuing bank, which shall
specify the name of the mid-tier bank holding company, the
name of the continuing bank, and the amendments to the
charter of the continuing bank provided for by the merger
agreement. The charter of the mid-tier bank holding company
shall thereupon automatically terminate. Such certificate
shall be conclusive evidence of the merger and of the
correctness of all proceedings therefor in all courts and
places including the office of the Secretary of State, and
the certificate shall be recorded.
(Source: P.A. 89-364, eff. 8-18-95.)
(205 ILCS 5/31) (from Ch. 17, par. 338)
Sec. 31. Emergency sale of assets, change in control, or
merger.
(a) With the prior written approval of the Commissioner,
any State bank in danger of default may, by vote of a
majority of its board of directors, and without a vote of its
shareholders, and any State bank in default may, by
appropriate action of its receiver or conservator, and
without a vote of its shareholders, sell all or any part of
its assets to another State bank that is not an eligible
depository institution, to a national bank that is not an
eligible depository institution, to an insured savings
association that is not an eligible depository institution,
to the Federal Deposit Insurance Corporation, or to any one
or more of them, provided that a State bank that is not an
eligible depository institution, a national bank that is not
an eligible depository institution, an insured savings
association that is not an eligible depository institution,
the Federal Deposit Insurance Corporation, or any one or more
of them assumes in writing all of the liabilities of the
selling bank as shown by its records, other than the
liabilities of the selling bank to its shareholders as such.
(b) If the Commissioner has made one or more of the
findings provided in Section 51, and the finding that an
emergency exists as provided in Section 52, and if, in
addition, the Commissioner gives his approval in writing, any
State bank may, by vote of a majority of its board of
directors and without a vote of its shareholders, merge with
another State bank that is not an eligible depository
institution, a national bank that is not an eligible
depository institution, or an insured savings association
located in Illinois that is not an eligible depository
institution, and after May 31, 1997, an out-of-state bank
that is not an eligible depository institution, with such
other State bank, out-of-state bank, national bank, or
insured savings association being the resulting or continuing
bank or resulting insured savings association in such a
merger.
(c) With the prior written approval of the Commissioner,
any State bank may either purchase, assume, or both purchase
and assume all or any part of the assets or liabilities, or
act as paying agent for the payment of deposit insurance to
the depositors of an eligible depository institution.
(d) With the prior written approval of the Commissioner,
a State bank may, by vote of a majority of its board of
directors and without a vote of its shareholders, merge with
an insured savings association, national bank, or after May
31, 1997, out-of-state bank, in default or in danger of
default, provided such State bank results from such merger,
and provided further that such resulting bank shall conform
all assets acquired or liabilities incurred as a result of
such merger to the legal requirements for such assets
acquired, held or invested or liabilities assumed or incurred
by State banks, and that such resulting or continuing bank
shall conform all of its activities to those activities in
which a State bank is authorized to engage as part of a
general banking business.
(d-5) If the Commissioner has made one or more of the
findings provided in Section 51 or the finding that an
emergency exists as provided in Section 52, and if, in
addition, the Commissioner gives his approval in writing, a
change in the ownership of outstanding stock of any State
bank, including the acquisition of stock of the State bank by
any bank holding company, may occur that will result in
control or a change in the control of the State bank or a
change in the control of a holding company having control of
the outstanding stock of a State bank, including the
acquisition of stock of such holding company by any other
bank holding company, which will result in control or a
change in control of the bank or holding company.
(e) Nothing in this Section shall authorize a State bank
to acquire, hold, or invest any asset or to assume or incur
any liability that does not conform to the legal requirements
for assets acquired, held, or invested or liabilities assumed
or incurred by State banks, or to engage in any activity in
which a State bank is not authorized to engage as part of a
general banking business.
(f) Nothing in this Section shall authorize a bank
holding company to own or control, directly or indirectly, a
State bank or a national bank having its main banking
premises in Illinois unless such ownership or control is
expressly authorized under the provisions of the Illinois
Bank Holding Company Act of 1957.
(Source: P.A. 88-4; 89-208, eff. 9-29-95.)
(205 ILCS 5/33) (from Ch. 17, par. 341)
Sec. 33. Marketable investment securities limit. Any
State bank may purchase for its own account marketable
investment securities without regard to any other liability
to the bank of the issuer, maker, obligor, or guarantor of
any marketable investment securities, but the total amount of
the marketable investment securities of any one issuer, maker
or obligor held by the bank or for its account at any one
time shall not exceed 20% of its unimpaired capital and
unimpaired surplus. As used in this Section the term
"marketable investment securities" means marketable
obligations evidencing indebtedness of any person in the form
of bonds, notes, or debentures commonly known as investment
securities; obligations identified by certificates of
participation in investments the bank could have invested in
directly; and includes certificates of participation in open
end investment companies registered with the Securities and
Exchange Commission pursuant to the Investment Company Act of
1940 and Securities Act of 1933 commonly referred to as
mutual or money market funds, provided the portfolios of
those investment companies consist of investments that a bank
could invest in directly. Marketable investment securities
shall be rated in the top 4 rating categories by national
rating services and designated as "investment grade" or "bank
quality investments" securities. The rating restriction on
marketable investment securities does not apply to securities
that are issued by a public agency as defined in Section 1 of
the Public Funds Investment Act.
(Source: P.A. 88-546; 89-364, eff. 8-18-95.)
(205 ILCS 5/37) (from Ch. 17, par. 347)
Sec. 37. Loans to officers and loans on and purchases of
bank's own stock.
(1) No state bank shall make any loan or extension of
credit in excess of the limits, as determined by the
Commissioner, at any one time outstanding each to its
president, or to any of its vice presidents or its salaried
officers or employees or directors or to corporations or
firms, controlled by them, or in the management of which any
of them are actively engaged, unless such loan or extension
of credit shall have been first approved, by the board of
directors. The Commissioner shall prescribe such limits by
rules.
(2) It shall not be lawful for a state bank to make any
loan or discount on the security of the shares of its own
capital stock or preferred stock or on the security of its
own debentures or evidences of debt which are either
convertible into capital stock or are junior or subordinate
in right of payment to deposit or other liabilities of the
bank.
(3)(a) For purposes of this Section, "control" means (i)
ownership, control, or power to vote 25% or more of the
outstanding shares of any class of voting security of the
corporation or firm, directly or indirectly, or acting
through or in concert with one or more other persons; (ii)
control in any manner over the election of a majority of the
directors of the corporation or firm; or (iii) the power to
exercise a controlling influence over the management or
policies of the corporation or firm, directly or indirectly,
or acting through or in concert with one or more persons.
(3)(b) A person does not have the power to exercise a
controlling influence over the management or policies of a
corporation or firm solely by virtue of the person's position
as an officer or director of the corporation or firm.
(3)(c) A person is presumed to have control, including
the power to exercise a controlling influence over the
management or policies, of a corporation or firm if:
(i) the person:
(A) is an executive officer, director, or
individual exercising similar functions of the
corporation or firm; and
(B) directly or indirectly owns, controls, or
has the power to vote more than 10% of any class of
voting securities of the corporation or firm; or
(ii)(A) the person directly or indirectly owns,
controls, or has the power to vote more than 10% of any
class of voting securities of the corporation or firm;
and
(B) no other person directly or indirectly
owns, controls, or has the power to vote a greater
percentage of that class of voting securities.
(3)(d) A person may rebut a presumption established
under subdivision (3)(c) of this Section by submitting
written materials that, in the Commissioner's judgment,
demonstrate an absence of control.
(Source: P.A. 86-754.)
(205 ILCS 5/47) (from Ch. 17, par. 358)
Sec. 47. Reports to Commissioner.
(a) All State banks shall make a full and accurate
statement of their affairs at least 1 time during each
calendar quarter which shall be certified to, under oath by
the president, a vice-president or the cashier of such bank.
If the statement is submitted in electronic form, the
Commissioner may, in the call for the report, specify the
manner in which the appropriate officer of the bank shall
certify the statement of affairs. The statement shall be
according to the form which may be prescribed by the
Commissioner and shall exhibit in detail information
concerning such bank at the close of business of any day the
Commissioner may choose and designate in a call for such
report. Each bank shall deliver its quarterly statement to
the location specified by the Commissioner within 30 calendar
days of the date of the call for such reports. If the
quarterly statement is mailed, it must be postmarked within
the period prescribed for delivery, and if the quarterly
statement is delivered in electronic form, the bank shall
generate and retain satisfactory proof that it has caused the
report to be delivered within the period prescribed for
delivery. Within 60 calendar days after the Commissioner's
call for the fourth calendar quarter statement of affairs, a
State bank shall publish an annual disclosure statement
setting forth the information required by rule of the
Commissioner. The disclosure statement shall contain the
required information as of the close of the business day
designated by the Commissioner for the fourth quarter
statement of affairs. Any bank failing to make and deliver
such statement or to comply with any provisions of this
Section may be subject to a penalty payable to the
Commissioner of $100 for each day of noncompliance.
(b) In addition to the foregoing reports, any bank which
is the victim of a shortage of funds in excess of $10,000, an
apparent misapplication of the bank's funds by an officer,
employee or director, or any adverse legal action in an
amount in excess of 10% of total unimpaired capital and
unimpaired surplus of the bank, including but not limited to,
the entry of an adverse money judgment against the bank or a
write-off of assets of the bank, shall report that
information in writing to the Commissioner within 7 days of
the occurrence. Compliance with the time frames prescribed by
the United States Department of Treasury's Financial Crimes
Enforcement Network shall be deemed compliance with this
Section. Neither the bank, its directors, officers, employees
or its agents, in the preparation or filing of the reports
required by subsection (b) of this Section, shall be subject
to any liability for libel, slander, or other charges
resulting from information supplied in such reports, except
when the supplying of such information is done in a corrupt
or malicious manner or otherwise not in good faith.
(Source: P.A. 89-505, eff. 6-28-96; 89-567, eff. 7-26-96;
90-14, eff. 7-1-97.)
(205 ILCS 5/48) (from Ch. 17, par. 359)
Sec. 48. Commissioner's powers; duties. The Commissioner
shall have the powers and authority, and is charged with the
duties and responsibilities designated in this Act, and a
State bank shall not be subject to any other visitorial power
other than as authorized by this Act, except those vested in
the courts, or upon prior consultation with the Commissioner,
a foreign bank regulator with an appropriate supervisory
interest in the parent or affiliate of a state bank. In the
performance of the Commissioner's duties:
(1) The Commissioner shall call for statements from all
State banks as provided in Section 47 at least one time
during each calendar quarter.
(2) (a) The Commissioner, as often as the Commissioner
shall deem necessary or proper, and no less frequently than
18 months following the preceding examination, shall appoint
a suitable person or persons to make an examination of the
affairs of every State bank, except that for every eligible
State bank, as defined by regulation, the Commissioner in
lieu of the examination may accept on an alternating basis
the examination made by the eligible State bank's appropriate
federal banking agency pursuant to Section 111 of the Federal
Deposit Insurance Corporation Improvement Act of 1991,
provided the appropriate federal banking agency has made such
an examination. A person so appointed shall not be a
stockholder or officer or employee of any bank which that
person may be directed to examine, and shall have powers to
make a thorough examination into all the affairs of the bank
and in so doing to examine any of the officers or agents or
employees thereof on oath and shall make a full and detailed
report of the condition of the bank to the Commissioner. In
making the examination the examiners shall include an
examination of the affairs of all the affiliates of the bank,
as defined in subsection (b) of Section 35.2 of this Act, or
subsidiaries of the bank as shall be necessary to disclose
fully the conditions of the subsidiaries or affiliates, the
relations between the bank and the subsidiaries or affiliates
and the effect of those relations upon the affairs of the
bank, and in connection therewith shall have power to examine
any of the officers, directors, agents, or employees of the
subsidiaries or affiliates on oath. After May 31, 1997, the
Commissioner may enter into cooperative agreements with state
regulatory authorities of other states to provide for
examination of State bank branches in those states, and the
Commissioner may accept reports of examinations of State bank
branches from those state regulatory authorities. These
cooperative agreements may set forth the manner in which the
other state regulatory authorities may be compensated for
examinations prepared for and submitted to the Commissioner.
(b) After May 31, 1997, the Commissioner is authorized
to examine, as often as the Commissioner shall deem necessary
or proper, branches of out-of-state banks. The Commissioner
may establish and may assess fees to be paid to the
Commissioner for examinations under this subsection (b). The
fees shall be borne by the out-of-state bank, unless the fees
are borne by the state regulatory authority that chartered
the out-of-state bank, as determined by a cooperative
agreement between the Commissioner and the state regulatory
authority that chartered the out-of-state bank.
(2.5) Whenever any State bank, any subsidiary or
affiliate of a State bank, or after May 31, 1997, any branch
of an out-of-state bank causes to be performed, by contract
or otherwise, any bank services for itself, whether on or off
its premises:
(a) that performance shall be subject to
examination by the Commissioner to the same extent as if
services were being performed by the bank or, after May
31, 1997, branch of the out-of-state bank itself on its
own premises; and
(b) the bank or, after May 31, 1997, branch of the
out-of-state bank shall notify the Commissioner of the
existence of a service relationship. The notification
shall be submitted with the first statement of condition
(as required by Section 47 of this Act) due after the
making of the service contract or the performance of the
service, whichever occurs first. The Commissioner shall
be notified of each subsequent contract in the same
manner.
For purposes of this subsection (2.5), the term "bank
services" means services such as sorting and posting of
checks and deposits, computation and posting of interest and
other credits and charges, preparation and mailing of checks,
statements, notices, and similar items, or any other
clerical, bookkeeping, accounting, statistical, or similar
functions performed for a State bank, including but not
limited to electronic data processing related to those bank
services.
(3) The expense of administering this Act, including the
expense of the examinations of State banks as provided in
this Act, shall to the extent of the amounts resulting from
the fees provided for in paragraphs (a), (a-2), and (b) of
this subsection (3) be assessed against and borne by the
State banks:
(a) Each bank shall pay to the Commissioner a Call
Report Fee which shall be paid in quarterly installments
equal to one-fourth of the sum of the annual fixed fee of
$800, plus a variable fee based on the assets shown on
the quarterly statement of condition delivered to the
Commissioner in accordance with Section 47 for the
preceding quarter according to the following schedule:
16¢ per $1,000 of the first $5,000,000 of total assets,
15¢ per $1,000 of the next $20,000,000 of total assets,
13¢ per $1,000 of the next $75,000,000 of total assets,
9¢ per $1,000 of the next $400,000,000 of total assets,
7¢ per $1,000 of the next $500,000,000 of total assets,
and 5¢ per $1,000 of all assets in excess of
$1,000,000,000, of the State bank. The Call Report Fee
shall be calculated by the Commissioner and billed to the
banks for remittance at the time of the quarterly
statements of condition provided for in Section 47. The
Commissioner may require payment of the fees provided in
this Section by an electronic transfer of funds or an
automatic debit of an account of each of the State banks.
In case more than one examination of any bank is deemed
by the Commissioner to be necessary in any examination
frequency cycle specified in subsection 2(a) of this
Section, and is performed at his direction, the
Commissioner may assess a reasonable additional fee to
recover the cost of the additional examination; provided,
however, that an examination conducted at the request of
the State Treasurer pursuant to the Uniform Disposition
of Unclaimed Property Act shall not be deemed to be an
additional examination under this Section. In lieu of the
method and amounts set forth in this paragraph (a) for
the calculation of the Call Report Fee, the Commissioner
may specify by rule that the Call Report Fees provided by
this Section may be assessed semiannually or some other
period and may provide in the rule the formula to be used
for calculating and assessing the periodic Call Report
Fees to be paid by State banks.
(a-1) If in the opinion of the Commissioner an
emergency exists or appears likely, the Commissioner may
assign an examiner or examiners to monitor the affairs of
a State bank with whatever frequency he deems
appropriate, including but not limited to a daily basis.
The reasonable and necessary expenses of the Commissioner
during the period of the monitoring shall be borne by the
subject bank. The Commissioner shall furnish the State
bank a statement of time and expenses if requested to do
so within 30 days of the conclusion of the monitoring
period.
(a-2) On and after January 1, 1990, the reasonable
and necessary expenses of the Commissioner during
examination of the performance of electronic data
processing services under subsection (2.5) shall be borne
by the banks for which the services are provided. An
amount, based upon a fee structure prescribed by the
Commissioner, shall be paid by the banks or, after May
31, 1997, branches of out-of-state banks receiving the
electronic data processing services along with the Call
Report Fee assessed under paragraph (a) of this
subsection (3).
(a-3) After May 31, 1997, the reasonable and
necessary expenses of the Commissioner during examination
of the performance of electronic data processing services
under subsection (2.5) at or on behalf of branches of
out-of-state banks shall be borne by the out-of-state
banks, unless those expenses are borne by the state
regulatory authorities that chartered the out-of-state
banks, as determined by cooperative agreements between
the Commissioner and the state regulatory authorities
that chartered the out-of-state banks.
(b) "Fiscal year" for purposes of this Section 48
is defined as a period beginning July 1 of any year and
ending June 30 of the next year. The Commissioner shall
receive for each fiscal year, commencing with the fiscal
year ending June 30, 1987, a contingent fee equal to the
lesser of the aggregate of the fees paid by all State
banks under paragraph (a) of subsection (3) for that
year, or the amount, if any, whereby the aggregate of the
administration expenses, as defined in paragraph (c), for
that fiscal year exceeds the sum of the aggregate of the
fees payable by all State banks for that year under
paragraph (a) of subsection (3), plus any amounts
transferred into the Bank and Trust Company Fund from the
State Pensions Fund for that year, plus all other amounts
collected by the Commissioner for that year under any
other provision of this Act, plus the aggregate of all
fees collected for that year by the Commissioner under
the Corporate Fiduciary Act, excluding the receivership
fees provided for in Section 5-10 of the Corporate
Fiduciary Act, and the Foreign Banking Office Act. The
aggregate amount of the contingent fee thus arrived at
for any fiscal year shall be apportioned amongst,
assessed upon, and paid by the State banks and foreign
banking corporations, respectively, in the same
proportion that the fee of each under paragraph (a) of
subsection (3), respectively, for that year bears to the
aggregate for that year of the fees collected under
paragraph (a) of subsection (3). The aggregate amount of
the contingent fee, and the portion thereof to be
assessed upon each State bank and foreign banking
corporation, respectively, shall be determined by the
Commissioner and shall be paid by each, respectively,
within 120 days of the close of the period for which the
contingent fee is computed and is payable, and the
Commissioner shall give 20 days advance notice of the
amount of the contingent fee payable by the State bank
and of the date fixed by the Commissioner for payment of
the fee.
(c) The "administration expenses" for any fiscal
year shall mean the ordinary and contingent expenses for
that year incident to making the examinations provided
for by, and for otherwise administering, this Act, the
Corporate Fiduciary Act, excluding the expenses paid from
the Corporate Fiduciary Receivership account in the Bank
and Trust Company Fund, the Foreign Banking Office Act,
the Electronic Fund Transfer Act, and the Illinois Bank
Examiners' Education Foundation Act, including all
salaries and other compensation paid for personal
services rendered for the State by officers or employees
of the State, including the Commissioner and the Deputy
Commissioners, all expenditures for telephone and
telegraph charges, postage and postal charges, office
stationery, supplies and services, and office furniture
and equipment, including typewriters and copying and
duplicating machines and filing equipment, surety bond
premiums, and travel expenses of those officers and
employees, employees, expenditures or charges for the
acquisition, enlargement or improvement of, or for the
use of, any office space, building, or structure, or
expenditures for the maintenance thereof or for
furnishing heat, light, or power with respect thereto,
all to the extent that those expenditures are directly
incidental to such examinations or administration. The
Commissioner shall not be required by paragraphs (c) or
(d-1) of this subsection (3) to maintain in any fiscal
year's budget appropriated reserves for accrued vacation
and accrued sick leave that is required to be paid to
employees of the Commissioner upon termination of their
service with the Commissioner in an amount that is more
than is reasonably anticipated to be necessary for any
anticipated turnover in employees, whether due to normal
attrition or due to layoffs, terminations, or
resignations.
(d) The aggregate of all fees collected by the
Commissioner under this Act, the Corporate Fiduciary Act,
or the Foreign Banking Office Act on and after July 1,
1979, shall be paid promptly after receipt of the same,
accompanied by a detailed statement thereof, into the
State treasury and shall be set apart in a special fund
to be known as the "Bank and Trust Company Fund", except
as provided in paragraph (c) of subsection (11) of this
Section. The amount from time to time deposited into the
Bank and Trust Company Fund shall be used to offset the
ordinary administrative expenses of the Commissioner of
Banks and Real Estate as defined in this Section. Nothing
in this amendatory Act of 1979 shall prevent continuing
the practice of paying expenses involving salaries,
retirement, social security, and State-paid insurance
premiums of State officers by appropriations from the
General Revenue Fund. However, the General Revenue Fund
shall be reimbursed for those payments made on and after
July 1, 1979, by an annual transfer of funds from the
Bank and Trust Company Fund.
(d-1) Adequate funds shall be available in the Bank
and Trust Company Fund to permit the timely payment of
administration expenses. In each fiscal year the total
administration expenses shall be deducted from the total
fees collected by the Commissioner and the remainder
transferred into the Cash Flow Reserve Account, unless
the balance of the Cash Flow Reserve Account prior to the
transfer equals or exceeds one-fourth of the total
initial appropriations from the Bank and Trust Company
Fund for the subsequent year, in which case the remainder
shall be credited to State banks and foreign banking
corporations and applied against their fees for the
subsequent year. The amount credited to each State bank
and foreign banking corporation shall be in the same
proportion as the Call Report Fees paid by each for the
year bear to the total Call Report Fees collected for the
year. If, after a transfer to the Cash Flow Reserve
Account is made or if no remainder is available for
transfer, the balance of the Cash Flow Reserve Account is
less than one-fourth of the total initial appropriations
for the subsequent year and the amount transferred is
less than 5% of the total Call Report Fees for the year,
additional amounts needed to make the transfer equal to
5% of the total Call Report Fees for the year shall be
apportioned amongst, assessed upon, and paid by the State
banks and foreign banking corporations in the same
proportion that the Call Report Fees of each,
respectively, for the year bear to the total Call Report
Fees collected for the year. The additional amounts
assessed shall be transferred into the Cash Flow Reserve
Account. For purposes of this paragraph (d-1), the
calculation of the fees collected by the Commissioner
shall exclude the receivership fees provided for in
Section 5-10 of the Corporate Fiduciary Act.
(e) The Commissioner may upon request certify to
any public record in his keeping and shall have authority
to levy a reasonable charge for issuing certifications of
any public record in his keeping.
(f) In addition to fees authorized elsewhere in
this Act, the Commissioner may, in connection with a
review, approval, or provision of a service, levy a
reasonable charge to recover the cost of the review,
approval, or service.
(4) Nothing contained in this Act shall be construed to
limit the obligation relative to examinations and reports of
any State bank, deposits in which are to any extent insured
by the United States or any agency thereof, nor to limit in
any way the powers of the Commissioner with reference to
examinations and reports of that bank.
(5) The nature and condition of the assets in or
investment of any bonus, pension, or profit sharing plan for
officers or employees of every State bank or, after May 31,
1997, branch of an out-of-state bank shall be deemed to be
included in the affairs of that State bank or branch of an
out-of-state bank subject to examination by the Commissioner
under the provisions of subsection (2) of this Section, and
if the Commissioner shall find from an examination that the
condition of or operation of the investments or assets of the
plan is unlawful, fraudulent, or unsafe, or that any trustee
has abused his trust, the Commissioner shall, if the
situation so found by the Commissioner shall not be corrected
to his satisfaction within 60 days after the Commissioner has
given notice to the board of directors of the State bank or
out-of-state bank of his findings, report the facts to the
Attorney General who shall thereupon institute proceedings
against the State bank or out-of-state bank, the board of
directors thereof, or the trustees under such plan as the
nature of the case may require.
(6) The Commissioner shall have the power:
(a) To promulgate reasonable rules for the purpose
of administering the provisions of this Act.
(a-5) To impose conditions on any approval issued
by the Commissioner if he determines that the conditions
are necessary or appropriate. These conditions shall be
imposed in writing and shall continue in effect for the
period prescribed by the Commissioner.
(b) To issue orders against any person, if the
Commissioner has reasonable cause to believe that an
unsafe or unsound banking practice has occurred, is
occurring, or is about to occur, if any person has
violated, is violating, or is about to violate any law,
rule, or written agreement with the Commissioner, or for
the purpose of administering the provisions of this Act,
and any rule promulgated in accordance with this Act.
(b-1) To enter into agreements with a bank
establishing a program to correct the condition of the
bank or its practices.
(c) To appoint hearing officers to execute any of
the powers granted to the Commissioner under this Section
for the purpose of administering this Act and any rule
promulgated in accordance with this Act and otherwise to
authorize, in writing, an officer or employee of the
Office of Banks and Real Estate to exercise his powers
under this Act.
(d) To subpoena witnesses, to compel their
attendance, to administer an oath, to examine any person
under oath, and to require the production of any relevant
books, papers, accounts, and documents in the course of
and pursuant to any investigation being conducted, or any
action being taken, by the Commissioner in respect of any
matter relating to the duties imposed upon, or the powers
vested in, the Commissioner under the provisions of this
Act or any rule promulgated in accordance with this Act.
(e) To conduct hearings.
(7) Whenever, in the opinion of the Commissioner, any
director, officer, employee, or agent of a State bank or any
subsidiary or bank holding company of the bank or, after May
31, 1997, of any branch of an out-of-state bank or any
subsidiary or bank holding company of the bank shall have
violated any law, rule, or order relating to that bank or any
subsidiary or bank holding company of the bank, shall have
obstructed or impeded any examination or investigation by the
Commissioner, or shall have engaged in an unsafe or unsound
practice in conducting the business of that bank or any
subsidiary or bank holding company of the bank, or shall have
violated any law or engaged or participated in any unsafe or
unsound practice in connection with any financial institution
or other business entity such that the character and fitness
of the director, officer, employee, or agent does not assure
reasonable promise of safe and sound operation of the State
bank, the Commissioner may issue an order of removal. If, in
the opinion of the Commissioner, any former director,
officer, employee, or agent of a State bank or any subsidiary
or bank holding company of the bank, prior to the termination
of his or her service with that bank or any subsidiary or
bank holding company of the bank, violated any law, rule, or
order relating to that State bank or any subsidiary or bank
holding company of the bank, obstructed or impeded any
examination or investigation by the Commissioner, or engaged
in an unsafe or unsound practice in conducting the business
of that bank or any subsidiary or bank holding company of the
bank, or violated any law or engaged or participated in any
unsafe or unsound practice in connection with any financial
institution or other business entity such that the character
and fitness of the director, officer, employee, or agent
would not have assured reasonable promise of safe and sound
operation of the State bank, the Commissioner may issue an
order prohibiting that person from further service with a
bank or any subsidiary or bank holding company of the bank as
a director, officer, employee, or agent. An order issued
pursuant to this subsection shall be served upon the
director, officer, employee, or agent. A copy of the order
shall be sent to each director of the bank affected by
registered mail. The person affected by the action may
request a hearing before the State Banking Board within 10
days after receipt of the order of removal. The hearing
shall be held by the Board within 30 days after the request
has been received by the Board. The Board shall make a
determination approving, modifying, or disapproving the order
of the Commissioner as its final administrative decision. If
a hearing is held by the Board, the Board shall make its
determination within 60 days from the conclusion of the
hearing. Any person affected by a decision of the Board under
this subsection (7) of Section 48 of this Act may have the
decision reviewed only under and in accordance with the
Administrative Review Law and the rules adopted pursuant
thereto. A copy of the order shall also be served upon the
bank of which he is a director, officer, employee, or agent,
whereupon he shall cease to be a director, officer, employee,
or agent of that bank. The Commissioner may institute a
civil action against the director, officer, or agent of the
State bank or, after May 31, 1997, of the branch of the
out-of-state bank against whom any order provided for by this
subsection (7) of this Section 48 has been issued, and
against the State bank or, after May 31, 1997, out-of-state
bank, to enforce compliance with or to enjoin any violation
of the terms of the order. Any person who has been the
subject of an order of removal or an order of prohibition
issued by the Commissioner under this subsection or Section
5-6 of the Corporate Fiduciary Act may not thereafter serve
as director, officer, employee, or agent of any State bank or
of any branch of any out-of-state bank, or of any corporate
fiduciary, as defined in Section 1-5.05 of the Corporate
Fiduciary Act, or of any other entity that is subject to
licensure or regulation by the Commissioner or the Office of
Banks and Real Estate unless the Commissioner has granted
prior approval in writing.
For purposes of this paragraph (7), "bank holding
company" has the meaning prescribed in Section 2 of the
Illinois Bank Holding Company Act of 1957.
(8) The Commissioner may impose civil penalties of up to
$10,000 against any person for each violation of any
provision of this Act, any rule promulgated in accordance
with this Act, any order of the Commissioner, or any other
action which in the Commissioner's discretion is an unsafe or
unsound banking practice.
(9) The Commissioner may impose civil penalties of up to
$100 against any person for the first failure to comply with
reporting requirements set forth in the report of examination
of the bank and up to $200 for the second and subsequent
failures to comply with those reporting requirements.
(10) All final administrative decisions of the
Commissioner hereunder shall be subject to judicial review
pursuant to the provisions of the Administrative Review Law.
For matters involving administrative review, venue shall be
in either Sangamon County or Cook County.
(11) The endowment fund for the Illinois Bank Examiners'
Education Foundation shall be administered as follows:
(a) (Blank).
(b) The Foundation is empowered to receive
voluntary contributions, gifts, grants, bequests, and
donations on behalf of the Illinois Bank Examiners'
Education Foundation from national banks and other
persons for the purpose of funding the endowment of the
Illinois Bank Examiners' Education Foundation.
(c) The aggregate of all special educational fees
collected by the Commissioner and property received by
the Commissioner on behalf of the Illinois Bank
Examiners' Education Foundation under this subsection
(11) on or after June 30, 1986, shall be either (i)
promptly paid after receipt of the same, accompanied by a
detailed statement thereof, into the State Treasury and
shall be set apart in a special fund to be known as "The
Illinois Bank Examiners' Education Fund" to be invested
by either the Treasurer of the State of Illinois in the
Public Treasurers' Investment Pool or in any other
investment he is authorized to make or by the Illinois
State Board of Investment as the board of trustees of the
Illinois Bank Examiners' Education Foundation may direct
or (ii) deposited into an account maintained in a
commercial bank or corporate fiduciary in the name of the
Illinois Bank Examiners' Education Foundation pursuant to
the order and direction of the Board of Trustees of the
Illinois Bank Examiners' Education Foundation.
(12) (Blank).
(Source: P.A. 90-14, eff. 7-1-97; 90-301, eff. 8-1-97;
90-665, eff. 7-30-98; 91-16, eff. 7-1-99.)
(205 ILCS 5/48.1) (from Ch. 17, par. 360)
Sec. 48.1. Customer financial records; confidentiality.
(a) For the purpose of this Section, the term "financial
records" means any original, any copy, or any summary of:
(1) a document granting signature authority over a
deposit or account;
(2) a statement, ledger card or other record on any
deposit or account, which shows each transaction in or
with respect to that account;
(3) a check, draft or money order drawn on a bank
or issued and payable by a bank; or
(4) any other item containing information
pertaining to any relationship established in the
ordinary course of a bank's business between a bank and
its customer, including financial statements or other
financial information provided by the customer.
(b) This Section does not prohibit:
(1) The preparation, examination, handling or
maintenance of any financial records by any officer,
employee or agent of a bank having custody of the
records, or the examination of the records by a certified
public accountant engaged by the bank to perform an
independent audit.
(2) The examination of any financial records by, or
the furnishing of financial records by a bank to, any
officer, employee or agent of (i) the Commissioner of
Banks and Real Estate, (ii) after May 31, 1997, a state
regulatory authority authorized to examine a branch of a
State bank located in another state, (iii) the
Comptroller of the Currency, (iv) the Federal Reserve
Board, or (v) the Federal Deposit Insurance Corporation
for use solely in the exercise of his duties as an
officer, employee, or agent.
(3) The publication of data furnished from
financial records relating to customers where the data
cannot be identified to any particular customer or
account.
(4) The making of reports or returns required under
Chapter 61 of the Internal Revenue Code of 1986.
(5) Furnishing information concerning the dishonor
of any negotiable instrument permitted to be disclosed
under the Uniform Commercial Code.
(6) The exchange in the regular course of business
of (i) credit information between a bank and other banks
or financial institutions or commercial enterprises,
directly or through a consumer reporting agency or (ii)
financial records or information derived from financial
records between a bank and other banks or financial
institutions or commercial enterprises for the purpose of
conducting due diligence pursuant to a purchase or sale
involving the bank or assets or liabilities of the bank.
(7) The furnishing of information to the
appropriate law enforcement authorities where the bank
reasonably believes it has been the victim of a crime.
(8) The furnishing of information under the Uniform
Disposition of Unclaimed Property Act.
(9) The furnishing of information under the
Illinois Income Tax Act and the Illinois Estate and
Generation-Skipping Transfer Tax Act.
(10) The furnishing of information under the
federal Currency and Foreign Transactions Reporting Act
Title 31, United States Code, Section 1051 et seq.
(11) The furnishing of information under any other
statute that by its terms or by regulations promulgated
thereunder requires the disclosure of financial records
other than by subpoena, summons, warrant, or court order.
(12) The furnishing of information about the
existence of an account of a person to a judgment
creditor of that person who has made a written request
for that information.
(13) The exchange in the regular course of business
of information between commonly owned banks in connection
with a transaction authorized under paragraph (23) of
Section 5 and conducted at an affiliate facility.
(14) The furnishing of information in accordance
with the federal Personal Responsibility and Work
Opportunity Reconciliation Act of 1996. Any bank governed
by this Act shall enter into an agreement for data
exchanges with a State agency provided the State agency
pays to the bank a reasonable fee not to exceed its
actual cost incurred. A bank providing information in
accordance with this item shall not be liable to any
account holder or other person for any disclosure of
information to a State agency, for encumbering or
surrendering any assets held by the bank in response to a
lien or order to withhold and deliver issued by a State
agency, or for any other action taken pursuant to this
item, including individual or mechanical errors, provided
the action does not constitute gross negligence or
willful misconduct. A bank shall have no obligation to
hold, encumber, or surrender assets until it has been
served with a subpoena, summons, warrant, court or
administrative order, lien, or levy.
(15) The exchange in the regular course of business
of information between a bank and any commonly owned
affiliate of the bank, subject to the provisions of the
Financial Institutions Insurance Sales Law.
(16) The furnishing of information to law
enforcement authorities, the Illinois Department on Aging
and its regional administrative and provider agencies,
the Department of Human Services Office of Inspector
General, or public guardians, if the bank suspects that a
customer who is an elderly or disabled person has been or
may become the victim of financial exploitation. For the
purposes of this item (16), the term: (i) "elderly
person" means a person who is 60 or more years of age,
(ii) "disabled person" means a person who has or
reasonably appears to the bank to have a physical or
mental disability that impairs his or her ability to seek
or obtain protection from or prevent financial
exploitation, and (iii) "financial exploitation" means
tortious or illegal use of the assets or resources of an
elderly or disabled person, and includes, without
limitation, misappropriation of the elderly or disabled
person's assets or resources by undue influence, breach
of fiduciary relationship, intimidation, fraud,
deception, extortion, or the use of assets or resources
in any manner contrary to law. A bank or person
furnishing information pursuant to this item (16) shall
be entitled to the same rights and protections as a
person furnishing information under the Elder Abuse and
Neglect Act and the Illinois Domestic Violence Act of
1986.
(17) The disclosure of financial records or
information as necessary to effect, administer, or
enforce a transaction requested or authorized by the
customer, or in connection with:
(A) servicing or processing a financial
product or service requested or authorized by the
customer;
(B) maintaining or servicing a customer's
account with the bank; or
(C) a proposed or actual securitization or
secondary market sale (including sales of servicing
rights) related to a transaction of a customer.
Nothing in this item (17), however, authorizes the
sale of the financial records or information of a
customer without the consent of the customer.
(18) The disclosure of financial records or
information as necessary to protect against actual or
potential fraud, unauthorized transactions, claims, or
other liability.
(c) Except as otherwise provided by this Act, a bank may
not disclose to any person, except to the customer or his
duly authorized agent, any financial records or financial
information obtained from financial records relating to that
customer of that bank unless:
(1) the customer has authorized disclosure to the
person;
(2) the financial records are disclosed in response
to a lawful subpoena, summons, warrant or court order
which meets the requirements of subsection (d) of this
Section; or
(3) the bank is attempting to collect an obligation
owed to the bank and the bank complies with the
provisions of Section 2I of the Consumer Fraud and
Deceptive Business Practices Act.
(d) A bank shall disclose financial records under
paragraph (2) of subsection (c) of this Section under a
lawful subpoena, summons, warrant, or court order only after
the bank mails a copy of the subpoena, summons, warrant, or
court order to the person establishing the relationship with
the bank, if living, and, otherwise his personal
representative, if known, at his last known address by first
class mail, postage prepaid, unless the bank is specifically
prohibited from notifying the person by order of court or by
applicable State or federal law. A bank shall not mail a
copy of a subpoena to any person pursuant to this subsection
if the subpoena was issued by a grand jury under the
Statewide Grand Jury Act.
(e) Any officer or employee of a bank who knowingly and
willfully furnishes financial records in violation of this
Section is guilty of a business offense and, upon conviction,
shall be fined not more than $1,000.
(f) Any person who knowingly and willfully induces or
attempts to induce any officer or employee of a bank to
disclose financial records in violation of this Section is
guilty of a business offense and, upon conviction, shall be
fined not more than $1,000.
(g) A bank shall be reimbursed for costs that are
reasonably necessary and that have been directly incurred in
searching for, reproducing, or transporting books, papers,
records, or other data of a customer required or requested to
be produced pursuant to a lawful subpoena, summons, warrant,
or court order. The Commissioner shall determine the rates
and conditions under which payment may be made.
(Source: P.A. 90-18, eff. 7-1-97; 90-665, eff. 7-30-98;
91-330, eff. 7-29-99; 91-929, eff. 12-15-00.)
(205 ILCS 5/48.5)
Sec. 48.5. Reliance on Commissioner.
(a) The Commissioner may issue an opinion in response to
a specific request from a member of the public or the banking
industry or on his own initiative. The opinion may be in the
form of an interpretive letter, no-objection letter, or other
issuance the Commissioner deems appropriate.
(b) No bank or other person shall be liable under this
Act for any act done or omitted in good faith in conformity
with any rule, interpretation, or opinion issued by the
Commissioner of Banks and Real Estate, notwithstanding that
after the act or omission has occurred, the rule, opinion, or
interpretation upon which reliance is placed is amended,
rescinded, or determined by judicial or other authority to be
invalid for any reason.
(Source: P.A. 90-161, eff. 7-23-97; 90-655, eff. 7-30-98.)
(205 ILCS 5/49) (from Ch. 17, par. 361)
Sec. 49. False statements; penalty. It is unlawful for
any officer, director, or employee of any State bank or
subsidiary or holding company of that bank or, after May 31,
1997, branch out of an out-of-state bank subject to
examination by the Commissioner or any person filing an
application or notice or submitting information in connection
with an application or notice with the Commissioner to who
shall willfully and knowingly subscribe to or make, or cause
to be made, any false statement or false entry with intent to
deceive any person or persons authorized to examine into the
affairs of the bank or the subsidiary or holding company of
that bank, or the branch of an out-of-state bank, or the
applicant or with intent to deceive the Commissioner or his
administrative officers in the performance of their duties
under this Act. A person who violates this Section is, upon
conviction thereof, shall be guilty of a Class 3 felony.
(Source: P.A. 89-208, eff. 9-29-95.)
(205 ILCS 5/51) (from Ch. 17, par. 363)
Sec. 51. Capital impairment, etc.; correction.
(a) If the Commissioner with respect to a State bank
shall find:
(1) its capital is impaired or it is otherwise in
an unsound condition; or
(2) its business is being conducted in an unlawful,
including, without limitation, in violation of any
provisions of this Act, or in a fraudulent or unsafe
manner; or
(3) it is unable to continue operations; or
(4) its examination has been obstructed or impeded;
the Commissioner may give notice to the board of
directors or his finding or findings. If the situation so
found by the Commissioner shall not be corrected to his
satisfaction within a period of at least sixty but no
more than one hundred and eighty days after receipt of
such notice, which period shall be determined by the
Commissioner and set forth in the notice, the
Commissioner at the termination of said period shall take
possession and control of the bank and its assets as in
this Act provided for the purpose of examination,
reorganization or liquidation through receivership.
(b) If the Commissioner has given notice to the board of
directors of his findings, as provided in subsection (a), and
the time period prescribed in that notice has expired, the
Commissioner may extend the time period prescribed in that
notice for such period as the Commissioner deems appropriate.
(Source: P.A. 87-841.)
(205 ILCS 5/53) (from Ch. 17, par. 365)
Sec. 53. Commissioner's possession; power. The
Commissioner may take possession and control of a state bank
and its assets, by posting upon the premises a notice
reciting that he is assuming possession pursuant to this Act,
and the time when his possession shall be deemed to commence,
which time shall not pre-date the posting of the notice.
Promptly after taking possession and control of a bank, if
the Federal Deposit Insurance Corporation is not appointed as
receiver, the Commissioner shall file a copy of the notice
posted upon the premises in the circuit court in the county
in which the bank is located, and thereupon the clerk of such
court shall note the filing thereof upon the records of the
court, and shall enter such cause as a court action upon the
dockets of such court under the name and style of "In the
matter of the possession and control of the Commissioner of
Banks and Real Estate of ...." (inserting the name of such
bank), and thereupon the court wherein such cause is docketed
shall be vested with jurisdiction to hear and determine all
issues and matters pertaining to or connected with the
Commissioner's possession and control of such bank as
provided in this Act, and such further issues and matters
pertaining to or connected with the Commissioner's possession
and control as may be submitted to such court for its
adjudication by the Commissioner. When the Commissioner has
taken possession and control of a bank and its assets, he
shall be vested with the full powers of management and
control, including without limiting the generality thereof,
the following:
(1) the power to continue or to discontinue the
business;
(2) the power to stop or to limit the payment of
its obligations, provided, however with respect to a
qualified financial contract between any party and a bank
or banking office, the branch or agency of which the
Commissioner has taken possession and control, which
party has a perfected security interest in collateral or
other valid lien or security interest in collateral
enforceable against third parties pursuant to a security
arrangement related to that qualified financial contract,
the party may retain all of the collateral and upon
repudiation or termination of that qualified financial
contract in accordance with its terms apply the
collateral in satisfaction of any claims secured by the
collateral; in no event shall the total amount so applied
exceed the global net payment obligation, if any;
(3) the power to collect and to use its assets and
to give valid receipts and acquittances therefor;
(4) the power to employ and to pay any necessary
assistants;
(5) the power to execute any instrument in the name
of the bank;
(6) the power to commence, defend and conduct in
its name any action or proceeding in which it may be a
party;
(7) the power, upon the order of the court, to sell
and convey its assets in whole or in part, and to sell or
compound bad or doubtful debts upon such terms and
conditions as may be fixed in such order;
(8) the power, upon the order of the court, to make
and to carry out agreements with other banks or with the
United States or any agency thereof which shall have
insured the bank's deposits, in whole or in part, for the
payment or assumption of the bank's liabilities, in whole
or in part, and to transfer assets and to make
guaranties, in whole or in part, and to transfer assets
and to make guaranties in connection therewith;
(9) the power, upon the order of the court, to
borrow money in the name of the bank and to pledge its
assets as security for the loan;
(10) the power to terminate his possession and
control by restoring the bank to its board of directors;
(11) the power to reorganize the bank as provided
in this Act;
(12) the power to appoint a receiver and to order
liquidation of the bank as provided in this Act; and
(13) the power, upon the order of the court and
without the appointment of a receiver, to determine that
the bank has been closed for the purpose of liquidation
without adequate provision being made for payment of its
depositors, and thereupon the bank shall be deemed to
have been closed on account of inability to meet the
demands of its depositors.
As soon as practical after taking possession, the
Commissioner shall make his examination of the condition of
the bank and an inventory of the assets. Unless the time
shall be extended by order of the court and, unless the
Commissioner shall have otherwise settled the affairs of a
bank pursuant to the provisions of this Act, at the
termination of thirty days from the time of taking possession
and control of a bank for the purpose of examination,
reorganization or liquidation through receivership, the
Commissioner shall either terminate his possession and
control by restoring the bank to its board of directors or
appoint a receiver and order the liquidation of the bank as
provided in this Act. All necessary and reasonable expenses
of the Commissioner's possession and control and of its
reorganization shall be borne by the bank and may be paid by
the Commissioner from its assets. If the Federal Deposit
Insurance Corporation is appointed by the Commissioner as
receiver of a State bank, or the Federal Deposit Insurance
Corporation takes possession of such State bank, the
receivership proceedings and the powers and duties of the
Federal Deposit Insurance Corporation shall be governed by
the Federal Deposit Insurance Act and regulations promulgated
thereunder rather than the provisions of this Act.
(Source: P.A. 89-364, eff. 8-18-95; 89-508, eff. 7-3-96.)
Section 15. The Illinois Bank Holding Company Act of
1957 is amended by changing Section 3.074 as follows:
(205 ILCS 10/3.074) (from Ch. 17, par. 2510.04)
Sec. 3.074. Powers; administrative review.
(a) The Commissioner shall have the power and authority:
(1) (a) to promulgate reasonable procedural rules
for the purposes of administering the provisions of this
Act. The Commissioner shall specify the form of any
application, report or document that is required to be
filed with the Commissioner pursuant to this Act;
(2) (b) to issue orders for the purpose of
administering the provisions of this Act and any rule
promulgated in accordance with this Act;
(3) (c) to appoint hearing officers to execute any
of the powers granted to the Commissioner under this
Section for the purpose of administering this Act or any
rule promulgated in accordance with this Act; and
(4) (d) to subpoena witnesses, to compel their
attendance, to administer an oath, to examine any person
under oath and to require the production of any relevant
books, papers, accounts and documents in the course of
and pursuant to any investigation or hearing being
conducted or any action being taken by the Commissioner
in respect to any matter relating to the duties imposed
upon or the powers vested in the Commissioner under the
provisions of this Act or any rule promulgated in
accordance with this Act.; and
(b) Whenever, in the opinion of the Commissioner, any
director, officer, employee, or agent of any bank holding
company or subsidiary or affiliate of that company shall have
violated any law, rule, or order relating to that bank
holding company or subsidiary or affiliate of that company,
shall have obstructed or impeded any examination or
investigation by the Commissioner, shall have engaged in
an unsafe or unsound practice in conducting the business
of that bank holding company or subsidiary or affiliate of
that company, or shall have violated any law or engaged or
participated in any unsafe or unsound practice in
connection with any financial institution or other business
entity such that the character and fitness of the director,
officer, employee, or agent does not assure reasonable
promise of safe and sound operation of the bank holding
company, the Commissioner may issue an order of removal. If,
in the opinion of the Commissioner, any former director,
officer, employee, or agent of a bank holding company or
subsidiary or affiliate of that company, prior to the
termination of his or her service with that holding company
or subsidiary or affiliate of that company, violated any law,
rule, or order relating to that bank holding company or
subsidiary or affiliate of that company, obstructed or
impeded any examination or investigation by the Commissioner,
engaged in an unsafe or unsound practice in conducting the
business of that bank holding company or subsidiary or
affiliate of that company, or violated any law or engaged
or participated in any unsafe or unsound practice in
connection with any financial institution or other business
entity such that the character and fitness of the director,
officer, employee, or agent would not have assured
reasonable promise of safe and sound operation of the bank
holding company, the Commissioner may issue an order
prohibiting that person from further service with a bank
holding company or subsidiary or affiliate of that company as
a director, officer, employee, or agent.
An order issued pursuant to this subsection shall be
served upon the director, officer, employee, or agent. A copy
of the order shall be sent to each director of the bank
holding company affected by registered mail. The person
affected by the action may request a hearing before the State
Banking Board within 10 days after receipt of the order. The
hearing shall be held by the State Banking Board within 30
days after the request has been received by the State Banking
Board. The State Banking Board shall make a determination
approving, modifying, or disapproving the order of the
Commissioner as its final administrative decision. If a
hearing is held by the State Banking Board, the State Banking
Board shall make its determination within 60 days from the
conclusion of the hearing. Any person affected by a decision
of the State Banking Board under this subsection may have the
decision reviewed only under and in accordance with the
Administrative Review Law and the rules adopted pursuant
thereto. A copy of the order shall also be served upon the
bank holding company of which he is a director, officer,
employee, or agent, whereupon he shall cease to be a
director, officer, employee, or agent of that bank holding
company.
The Commissioner may institute a civil action against the
director, officer, employee, or agent of the bank holding
company, against whom any order provided for by this
subsection has been issued, to enforce compliance with or to
enjoin any violation of the terms of the order.
Any person who has been the subject of an order of
removal or an order of prohibition issued by the Commissioner
under this subsection, subdivision (7) of Section 48 of the
Illinois Banking Act, or Section 5-6 of the Corporate
Fiduciary Act may not thereafter serve as director, officer,
employee, or agent of any holding company, State bank, or
branch of any out-of-state bank, of any corporate fiduciary,
as defined in Section 1-5.05 of the Corporate Fiduciary Act,
or of any other entity that is subject to licensure or
regulation by the Commissioner or the Office of Banks and
Real Estate unless the Commissioner has granted prior
approval in writing.
(c) (e) All final administrative decisions of the
Commissioner under this Act shall be subject to judicial
review pursuant to provisions of the Administrative Review
Law. For matters involving administrative review, venue shall
be in either Sangamon County or Cook County.
(Source: P.A. 86-754.)
Section 20. The Illinois Savings and Loan Act of 1985 is
amended by changing Sections 1-6, 2B-2, 2B-5, 3-8, and 5-16
and adding Section 7-3.2 as follows:
(205 ILCS 105/1-6) (from Ch. 17, par. 3301-6)
Sec. 1-6. General corporate powers. An association
operating under this Act shall be a body corporate and
politic and shall have all of the powers conferred by this
Act including, but not limited to, the following powers:
(a) To sue and be sued, complain and defend in its
corporate name, and to have a common seal, which it may alter
or renew at pleasure;
(b) To obtain and maintain insurance of the
association's withdrawable capital by an insurance
corporation as defined in this Act;
(c) Notwithstanding anything to the contrary contained
in this Act, to become a member of the Federal Home Loan
Bank, and to have all of the powers granted to a savings or
thrift institution organized under the laws of the United
States and which is located and doing business in the State
of Illinois, subject to regulations of the Commissioner;
(d) To act as a fiscal agent for the United States, the
State of Illinois or any department, branch, arm or agency of
the State or any unit of local government or school district
in the State when duly designated for that purpose, and as
agent to perform the reasonable functions as may be required
of it;
(e) To become a member of or deal with any corporation
or agency of the United States or the State of Illinois, to
the extent that the agency assists in furthering or
facilitating the association's purposes or powers and to that
end to purchase stock or securities thereof or deposit money
therewith, and to comply with any other conditions of
membership or credit;
(f) To make donations in reasonable amounts for the
public welfare or for charitable, scientific, religious or
educational purposes;
(g) To adopt and operate reasonable insurance, bonus,
profit sharing, and retirement plans for officers and
employees; likewise, directors who are not officers,
including, but not limited to, advisory, honorary, and
emeritus directors, may participate in those plans;
(h) To reject any application for membership, to retire
withdrawable capital by enforced retirement as provided in
this Act and the by-laws, and to limit the issuance of or
payments on withdrawable capital, subject, however, to
contractual obligations;
(i) To purchase stock in service corporations and to
invest in any form of indebtedness of any service corporation
as defined in this Act, subject to regulations of the
Commissioner;
(j) To purchase stock of a corporation whose principal
purpose is to operate a safe deposit company or escrow
service company;
(k) To act as Trustee or Custodian under the Federal
Self-Employed Individuals' Tax Retirement Act of 1962 or any
amendments thereto or any other retirement account and invest
any funds held in such capacity in a savings account of the
institution;
(l) (Blank);
(m) To establish, maintain and operate terminals as
authorized by the Electronic Fund Transfer Act and by Section
5 of the Illinois Banking Act. The establishment,
maintenance, operation and location of such terminals shall
be subject to the approval of the Commissioner;
(n) Subject to the approval and regulations of the
Commissioner, an association may purchase or assume all or
any part of the assets or liabilities of an eligible insured
bank;
(o) To purchase from a bank, as defined in Section 2 of
the Illinois Banking Act, an insubstantial portion of the
total deposits of an insured bank. For the purpose of this
subparagraph, "insubstantial portion of the total deposits"
shall have the same meaning as provided in Section 5(d)(2)(D)
of the Federal Deposit Insurance Act;
(p) To effect an acquisition of or conversion to another
financial institution pursuant to Section 205 of the
Financial Institutions Reform, Recovery and Enforcement Act
of 1989;
(q) To pledge its assets:
(1) to enable it to act as an agent for the sale of
obligations of the United States;
(2) to secure deposits;
(3) to secure deposits of money whenever required
by the National Bankruptcy Act;
(4) (Blank) to qualify under Section 2-9 of the
Corporate Fiduciary Act; and
(5) to secure trust funds commingled with the
institution's funds, whether deposited by the institution
or an affiliate of the institution, as required under
Section 2-8 of the Corporate Fiduciary Act;
(r) To provide temporary periodic service to persons
residing in a bona fide nursing home, senior citizens'
retirement home, or long-term care facility;
(s) To purchase for its own account shares of stock of a
bankers' bank, described in Section 13(b)(1) of the Illinois
Banking Act, on the same terms and conditions as a bank may
purchase such shares. In no event shall the total amount of
such stock held by an association in such bankers' bank
exceed 10% of its capital and surplus (including undivided
profits) and in no event shall an association acquire more
than 5% of any class of voting securities of such bankers'
bank;
(t) To effect a conversion to a State bank pursuant to
the provisions of the Illinois Banking Act;
(u) Subject to Article XLIV of the Illinois Insurance
Code, to act as the agent for any fire, life, or other
insurance company authorized by the State of Illinois, by
soliciting and selling insurance and collecting premiums on
policies issued by such company; and may receive for services
so rendered such fees or commissions as may be agreed upon
between the said association and the insurance company for
which it may act as agent; provided, however, that no such
association shall in any case assume or guarantee the payment
of any premium on insurance policies issued through its
agency by its principal; and provided further, that the
association shall not guarantee the truth of any statement
made by an assured in filing his application for insurance;
and
(v) To exercise all powers necessary to qualify as a
trustee or custodian under federal or State law, however, the
authority to accept and execute trusts is subject to the
Corporate Fiduciary Act and to the supervision of those
activities by the Commissioner.
(Source: P.A. 90-14, eff. 7-1-97; 90-41, eff. 10-1-97; 91-97,
eff. 7-9-99.)
(205 ILCS 105/2B-2) (from Ch. 17, par. 3302B-2)
Sec. 2B-2. Notice of filing of application; hearing;
renewal of certificate.
(a) Whenever such association has complied with the
provisions of this Act, and the Commissioner is satisfied
that such association and any subsidiary operating in this
State are is doing business according to the laws of this
State, and are is in sound financial condition, he shall
authorize the association to publish in newspapers of general
circulation in the State of Illinois, notice of filing of its
application, provided that subsections (a) through (e) of
this Section shall not apply in the case of merger,
consolidation, or purchase as set forth in paragraph (c) of
Section 2B-1. Publication in the manner and on forms
prescribed by the Commissioner in the county of the proposed
office of the association shall be made within 15 days of
authorization.
(b) Within 10 days following the date of publication of
notice of application any association or person wishing to
object to any application filed pursuant to Section 2B-1
shall:
(1) file in triplicate, on forms prescribed by the
Commissioner, its verified objections at the Springfield
Office of the Commissioner; and
(2) serve the applicant or its attorney of record
with a copy of the objections and show proof of service
of said copy.
(c) If the Commissioner considers the verified
objections to be substantial, he shall so advise the objector
and the applicant within 15 calendar days after receipt of
the objections and shall issue notice of intent to conduct a
hearing on the application. Such notice shall provide for
public examination of the application. A determination that
an objection is substantial shall be based only on data
showing undue injury to properly conducted existing
associations or data disputing the propriety of information
set forth in the application, or both.
(d) The Commissioner shall conduct a hearing upon
receipt of an objection filed on time and containing the
following:
(1) a summary of the reasons for the objection;
(2) the specific matters in the application to
which objection is raised and the reasons for each
objection;
(3) facts supporting the objection, including
relevant economic or financial data; and
(4) adverse effects on the objector which may
result from approval of the application.
The time and place of said hearing shall be established
by the Commissioner and 20 days notice shall be given to all
parties of record. The hearing shall be conducted in
conformance with administrative hearing procedures
established pursuant to rules and regulations adopted by the
Commissioner. A transcript of any such hearing shall be
taken and made a part of the record in the matter.
(e) A certificate of authority shall not be issued
unless the Commissioner finds that a need exists for savings
and loan association services in the community or area of
operations of the applicant association and the applicant
association will satisfy said need or that the association
can be maintained without undue injury to properly conducted
existing associations.
(f) Annually thereafter, upon the filing of the annual
statement herein provided for, if the Commissioner finds that
the association and any subsidiary operating in this State
are is doing business in accordance with this Act and are is
otherwise in sound financial condition, he shall issue a
renewal of such certificate of Authority.
(Source: P.A. 86-210; 86-952.)
(205 ILCS 105/2B-5) (from Ch. 17, par. 3302B-5)
Sec. 2B-5. Cancellation of authority; notice. Should
the Commissioner find, upon examination, that any foreign
association or any subsidiary operating in Illinois does not
conduct its business in accordance with the law, or that the
affairs of any such association or subsidiary are in an
unsound condition, or if such association refuses to permit
examination to be made, he may cancel the authority of such
association to do business in this State, and cause a notice
thereof to be sent to the home office of the association, and
to be published in at least one newspaper in the City of
Springfield. After the publication of such notice, it shall
be unlawful for any agent of the association to receive any
further stock deposits from members residing in this State,
except payments on stock on which a loan has been taken.
(Source: P.A. 85-1143.)
(205 ILCS 105/3-8) (from Ch. 17, par. 3303-8)
Sec. 3-8. Access to books and records; communication
with members.
(a) Every member or holder of capital shall have the
right to inspect the books and records of the association
that pertain to his account. Otherwise, the right of
inspection and examination of the books and records shall be
limited as provided in this Act, and no other person shall
have access to the books and records or shall be entitled to
a list of the members.
(b) For the purpose of this Section, the term "financial
records" means any original, any copy, or any summary of (i)
a document granting signature authority over a deposit or
account; (ii) a statement, ledger card, or other record on
any deposit or account that shows each transaction in or with
respect to that account; (iii) a check, draft, or money order
drawn on an association or issued and payable by an
association; or (iv) any other item containing information
pertaining to any relationship established in the ordinary
course of an association's business between an association
and its customer, including financial statements or other
financial information provided by the member or holder of
capital.
(c) This Section does not prohibit:
(1) The preparation, examination, handling, or
maintenance of any financial records by any officer,
employee, or agent of an association having custody of
those records or the examination of those records by a
certified public accountant engaged by the association to
perform an independent audit.;
(2) The examination of any financial records by, or
the furnishing of financial records by an association to,
any officer, employee, or agent of the Commissioner of
Banks and Real Estate, Federal Savings and Loan Insurance
Corporation and its successors, Federal Deposit Insurance
Corporation, Resolution Trust Corporation and its
successors, Federal Home Loan Bank Board and its
successors, Office of Thrift Supervision, Federal Housing
Finance Board, Board of Governors of the Federal Reserve
System, any Federal Reserve Bank, or the Office of the
Comptroller of the Currency for use solely in the
exercise of his duties as an officer, employee, or
agent.;
(3) The publication of data furnished from
financial records relating to members or holders of
capital where the data cannot be identified to any
particular member, holder of capital, or account.;
(4) The making of reports or returns required under
Chapter 61 of the Internal Revenue Code of 1986.;
(5) Furnishing information concerning the dishonor
of any negotiable instrument permitted to be disclosed
under the Uniform Commercial Code.;
(6) The exchange in the regular course of business
of (i) credit information between an association and
other associations or financial institutions or
commercial enterprises, directly or through a consumer
reporting agency or (ii) financial records or information
derived from financial records between an association and
other associations or financial institutions or
commercial enterprises for the purpose of conducting due
diligence pursuant to a purchase or sale involving the
association or assets or liabilities of the association.;
(7) The furnishing of information to the
appropriate law enforcement authorities where the
association reasonably believes it has been the victim of
a crime.;
(8) The furnishing of information pursuant to the
Uniform Disposition of Unclaimed Property Act.;
(9) The furnishing of information pursuant to the
Illinois Income Tax Act and the Illinois Estate and
Generation-Skipping Transfer Tax Act.;
(10) The furnishing of information pursuant to the
federal "Currency and Foreign Transactions Reporting
Act", (Title 31, United States Code, Section 1051 et
seq.).;
(11) The furnishing of information pursuant to any
other statute that by its terms or by regulations
promulgated thereunder requires the disclosure of
financial records other than by subpoena, summons,
warrant, or court order.;
(12) The exchange of information between an
association and an affiliate of the association; as used
in this item, "affiliate" includes any company,
partnership, or organization that controls, is controlled
by, or is under common control with an association.
(13) The furnishing of information in accordance
with the federal Personal Responsibility and Work
Opportunity Reconciliation Act of 1996. Any association
governed by this Act shall enter into an agreement for
data exchanges with a State agency provided the State
agency pays to the association a reasonable fee not to
exceed its actual cost incurred. An association
providing information in accordance with this item shall
not be liable to any account holder or other person for
any disclosure of information to a State agency, for
encumbering or surrendering any assets held by the
association in response to a lien or order to withhold
and deliver issued by a State agency, or for any other
action taken pursuant to this item, including individual
or mechanical errors, provided the action does not
constitute gross negligence or willful misconduct. An
association shall have no obligation to hold, encumber,
or surrender assets until it has been served with a
subpoena, summons, warrant, court or administrative
order, lien, or levy.
(14) The furnishing of information to law
enforcement authorities, the Illinois Department on Aging
and its regional administrative and provider agencies,
the Department of Human Services Office of Inspector
General, or public guardians, if the association suspects
that a customer who is an elderly or disabled person has
been or may become the victim of financial exploitation.
For the purposes of this item (14), the term: (i)
"elderly person" means a person who is 60 or more years
of age, (ii) "disabled person" means a person who has or
reasonably appears to the association to have a physical
or mental disability that impairs his or her ability to
seek or obtain protection from or prevent financial
exploitation, and (iii) "financial exploitation" means
tortious or illegal use of the assets or resources of an
elderly or disabled person, and includes, without
limitation, misappropriation of the elderly or disabled
person's assets or resources by undue influence, breach
of fiduciary relationship, intimidation, fraud,
deception, extortion, or the use of assets or resources
in any manner contrary to law. An association or person
furnishing information pursuant to this item (14) shall
be entitled to the same rights and protections as a
person furnishing information under the Elder Abuse and
Neglect Act and the Illinois Domestic Violence Act of
1986.
(15) The disclosure of financial records or
information as necessary to effect, administer, or
enforce a transaction requested or authorized by the
member or holder of capital, or in connection with:
(A) servicing or processing a financial
product or service requested or authorized by the
member or holder of capital;
(B) maintaining or servicing an account of a
member or holder of capital with the association; or
(C) a proposed or actual securitization or
secondary market sale (including sales of servicing
rights) related to a transaction of a member or
holder of capital.
Nothing in this item (15), however, authorizes the
sale of the financial records or information of a member
or holder of capital without the consent of the member or
holder of capital.
(16) The disclosure of financial records or
information as necessary to protect against or prevent
actual or potential fraud, unauthorized transactions,
claims, or other liability.
(d) An association may not disclose to any person,
except to the member or holder of capital or his duly
authorized agent, any financial records relating to that
member or holder of capital of that association unless:
(1) The member or holder of capital has authorized
disclosure to the person; or
(2) The financial records are disclosed in response
to a lawful subpoena, summons, warrant, or court order
that meets the requirements of subsection (e) of this
Section.
(e) An association shall disclose financial records
under subsection (d) of this Section pursuant to a lawful
subpoena, summons, warrant, or court order only after the
association mails a copy of the subpoena, summons, warrant,
or court order to the person establishing the relationship
with the association, if living, and, otherwise, his personal
representative, if known, at his last known address by first
class mail, postage prepaid, unless the association is
specifically prohibited from notifying that person by order
of court.
(f) (1) Any officer or employee of an association who
knowingly and willfully furnishes financial records in
violation of this Section is guilty of a business offense
and, upon conviction, shall be fined not more than $1,000.
(2) Any person who knowingly and willfully induces or
attempts to induce any officer or employee of an association
to disclose financial records in violation of this Section is
guilty of a business offense and, upon conviction, shall be
fined not more than $1,000.
(g) However, if any member desires to communicate with
the other members of the association with reference to any
question pending or to be presented at a meeting of the
members, the association shall give him upon request a
statement of the approximate number of members entitled to
vote at the meeting and an estimate of the cost of preparing
and mailing the communication. The requesting member then
shall submit the communication to the Commissioner who, if he
finds it to be appropriate and truthful, shall direct that it
be prepared and mailed to the members upon the requesting
member's payment or adequate provision for payment of the
expenses of preparation and mailing.
(h) An association shall be reimbursed for costs that
are necessary and that have been directly incurred in
searching for, reproducing, or transporting books, papers,
records, or other data of a customer required to be
reproduced pursuant to a lawful subpoena, warrant, or court
order.
(Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)
(205 ILCS 105/5-16) (from Ch. 17, par. 3305-16)
Sec. 5-16. Limitation on loans to a single borrower.
Except for loans to its wholly owned service corporations, an
association may not at any one time hold, directly or
indirectly, loans to any one corporation or person in a total
amount equal to or in excess of 10% of the association's
total withdrawable accounts or an amount equal to the total
net worth of the association, whichever is less. An
association may make loans to a wholly owned service
corporation in an amount equal to the association's net worth
or in an amount that exceeds an association's net worth if
such excess amount is secured by collateral, of a type upon
which the association itself could lend, of a value
determined in accordance with rules and regulations
promulgated by the Commissioner.
(a) In computing the total mortgage loans made by an
association to an individual, there shall be included all
mortgage loans made by the association to a partnership or
other unincorporated association of which he is a member, the
unpaid balance of mortgage loans made either for his benefit
or for the benefit of such partnership or other
unincorporated association and all mortgage loans to or for
the benefit of a corporation of which he owns or controls 25%
or more of the capital stock.
(b) In computing the total mortgage loans made by an
association to a partnership or other unincorporated
association, there shall be included the unpaid balance of
mortgage loans to its individual members, the unpaid balance
of mortgage loans made for the benefit of such partnership or
other unincorporated association, or of any member thereof,
and all mortgage loans to or for the benefit of any
corporation of which the partnership or unincorporated
association, or any member thereof, owns or controls 25% or
more of the capital stock.
(c) In computing the total mortgage loans made by an
association to a corporation, there shall be included the
unpaid balance of mortgage loans made for the benefit of the
corporation and all mortgage loans to or for the benefit of
any individual who owns or controls 25% or more of the
capital stock of such corporation.
(d) This Section does not apply to the obligations as
endorser, whether with or without recourse, or as guarantor,
whether conditional or unconditional, of negotiable or
nonnegotiable installment consumer paper of the person
transferring the same if the association's files or the
knowledge of its officers of the financial condition of each
maker of those obligations is reasonably adequate and if an
officer of the association, designated for that purpose by
the board of directors of the association, certifies that the
responsibility of each maker of the obligations has been
evaluated and that the association is relying primarily upon
each maker for the payment of the obligations. The
certification shall be in writing and shall be retained as
part of the records of the association.
(Source: P.A. 86-137.)
(205 ILCS 105/7-3.2 new)
Sec. 7-3.2. Reliance on Commissioner.
(a) The Commissioner may issue an opinion in response to
a specific request from a member of the public or the savings
association industry or on his own initiative. The opinion
may be in the form of an interpretive letter, no-objection
letter, or other issuance the Commissioner deems appropriate.
(b) If the Commissioner determines that the opinion is
useful for the general guidance of the public or
associations, the Commissioner may disseminate the opinion by
newsletter, via an electronic medium such as the internet, in
a volume of statutes or related materials published by the
Commissioner or others, or by other means reasonably
calculated to notify persons affected by the opinion. A
published opinion must be redacted to preserve the
confidentiality of the requesting party unless the requesting
party consents to be identified in the published opinion.
(c) No association or other person shall be liable under
this Act for any act done or omitted in good faith in
conformity with any rule, interpretation, or opinion issued
by the Commissioner, notwithstanding that after the act or
omission has occurred, the rule, opinion, or interpretation
upon which reliance is placed is amended, rescinded, or
determined by judicial or other authority to be invalid for
any reason.
(205 ILCS 105/11-5 rep.)
Section 22. The Illinois Savings and Loan Act of 1985 is
amended by repealing Section 11-5.
Section 25. The Savings Bank Act is amended by changing
Sections 1007.35, 1008, 4005, 4013, 6013, 8015, 10001, 11003,
11004, and 11008 and adding Section 9019 as follows:
(205 ILCS 205/1007.35) (from Ch. 17, par. 7301-7.35)
Sec. 1007.35. "Control", unless specified otherwise in
this Act, shall mean:
(1) the ability of any person, entity, persons, or
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 a savings bank, savings bank subsidiary,
savings bank affiliate, or savings bank holding company; or
(2) the ability to achieve in any manner the election or
appointment of a majority of the directors of a savings
bank.; or
(3) the power to direct or exercise significant
influence over the management or policies of the savings bank
or savings bank affiliate.
"Control" does not include This definition shall not
apply to 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.
(Source: P.A. 86-1213.)
(205 ILCS 205/1008) (from Ch. 17, par. 7301-8)
Sec. 1008. General corporate powers.
(a) A savings bank operating under this Act shall be a
body corporate and politic and shall have all of the powers
conferred by this Act including, but not limited to, the
following powers:
(1) To sue and be sued, complain, and defend in its
corporate name and to have a common seal, which it may
alter or renew at pleasure.
(2) To obtain and maintain insurance by a deposit
insurance corporation as defined in this Act.
(3) To act as a fiscal agent for the United States,
the State of Illinois or any department, branch, arm, or
agency of the State or any unit of local government or
school district in the State, when duly designated for
that purpose, and as agent to perform reasonable
functions as may be required of it.
(4) To become a member of or deal with any
corporation or agency of the United States or the State
of Illinois, to the extent that the agency assists in
furthering or facilitating its purposes or powers and to
that end to purchase stock or securities thereof or
deposit money therewith, and to comply with any other
conditions of membership or credit.
(5) To make donations in reasonable amounts for the
public welfare or for charitable, scientific, religious,
or educational purposes.
(6) To adopt and operate reasonable insurance,
bonus, profit sharing, and retirement plans for officers
and employees and for directors including, but not
limited to, advisory, honorary, and emeritus directors,
who are not officers or employees.
(7) To reject any application for membership; to
retire deposit accounts by enforced retirement as
provided in this Act and the bylaws; and to limit the
issuance of, or payments on, deposit accounts, subject,
however, to contractual obligations.
(8) To purchase stock in service corporations and
to invest in any form of indebtedness of any service
corporation as defined in this Act, subject to
regulations of the Commissioner.
(9) To purchase stock of a corporation whose
principal purpose is to operate a safe deposit company or
escrow service company.
(10) To exercise all the powers necessary to
qualify as a trustee or custodian under federal or State
law, provided that the authority to accept and execute
trusts is subject to the provisions of the Corporate
Fiduciary Act and to the supervision of those activities
by the Commissioner.
(11) (Blank).
(12) To establish, maintain, and operate terminals
as authorized by the Electronic Fund Transfer Act.
(13) To pledge its assets:
(A) to enable it to act as agent for the sale
of obligations of the United States;
(B) to secure deposits;
(C) to secure deposits of money whenever
required by the National Bankruptcy Act;
(D) (blank) to qualify under Section 2-9 of
the Corporate Fiduciary Act; and
(E) to secure trust funds commingled with the
savings bank's funds, whether deposited by the
savings bank or an affiliate of the savings bank, as
required under Section 2-8 of the Corporate
Fiduciary Act.
(14) To accept for payment at a future date not to
exceed one year from the date of acceptance, drafts drawn
upon it by its customers; and to issue, advise, or
confirm letters of credit authorizing holders thereof to
draw drafts upon it or its correspondents.
(15) Subject to the regulations of the
Commissioner, to own and lease personal property acquired
by the savings bank at the request of a prospective
lessee and, upon the agreement of that person, to lease
the personal property.
(16) To establish temporary service booths at any
International Fair in this State that is approved by the
United States Department of Commerce for the duration of
the international fair for the purpose of providing a
convenient place for foreign trade customers to exchange
their home countries' currency into United States
currency or the converse. To provide temporary periodic
service to persons residing in a bona fide nursing home,
senior citizens' retirement home, or long-term care
facility. These powers shall not be construed as
establishing a new place or change of location for the
savings bank providing the service booth.
(17) To indemnify its officers, directors,
employees, and agents, as authorized for corporations
under Section 8.75 of the Business Corporations Act of
1983.
(18) To provide data processing services to others
on a for-profit basis.
(19) To utilize any electronic technology to
provide customers with home banking services.
(20) Subject to the regulations of the
Commissioner, to enter into an agreement to act as a
surety.
(21) Subject to the regulations of the
Commissioner, to issue credit cards, extend credit
therewith, and otherwise engage in or participate in
credit card operations.
(22) To purchase for its own account shares of
stock of a bankers' bank, described in Section 13(b)(1)
of the Illinois Banking Act, on the same terms and
conditions as a bank may purchase such shares. In no
event shall the total amount of such stock held by a
savings bank in such bankers' bank exceed 10% of its
capital and surplus (including undivided profits) and in
no event shall a savings bank acquire more than 5% of any
class of voting securities of such bankers' bank.
(23) With respect to affiliate facilities:
(A) to conduct at affiliate facilities any of
the following transactions for and on behalf of any
affiliated depository institution, if so authorized
by the affiliate or affiliates: receiving deposits;
renewing deposits; cashing and issuing checks,
drafts, money orders, travelers checks, or similar
instruments; changing money; receiving payments on
existing indebtedness; and conducting ministerial
functions with respect to loan applications,
servicing loans, and providing loan account
information; and
(B) to authorize an affiliated depository
institution to conduct for and on behalf of it, any
of the transactions listed in this subsection at one
or more affiliate facilities.
A savings bank intending to conduct or to authorize
an affiliated depository institution to conduct at an
affiliate facility any of the transactions specified in
this subsection shall give written notice to the
Commissioner at least 30 days before any such transaction
is conducted at an affiliate facility. All conduct under
this subsection shall be on terms consistent with safe
and sound banking practices and applicable law.
(24) Subject to Article XLIV of the Illinois
Insurance Code, to act as the agent for any fire, life,
or other insurance company authorized by the State of
Illinois, by soliciting and selling insurance and
collecting premiums on policies issued by such company;
and may receive for services so rendered such fees or
commissions as may be agreed upon between the said
savings bank and the insurance company for which it may
act as agent; provided, however, that no such savings
bank shall in any case assume or guarantee the payment of
any premium on insurance policies issued through its
agency by its principal; and provided further, that the
savings bank shall not guarantee the truth of any
statement made by an assured in filing his application
for insurance.
(25) To become a member of the Federal Home Loan
Bank and to have the powers granted to a savings
association organized under the Illinois Savings and Loan
Act of 1985 or the laws of the United States, subject to
regulations of the Commissioner.
(26) To offer any product or service that is at the
time authorized or permitted to a bank by applicable law,
but subject always to the same limitations and
restrictions that are applicable to the bank for the
product or service by such applicable law and subject to
the applicable provisions of the Financial Institutions
Insurance Sales Law and rules of the Commissioner.
(b) If this Act or the regulations adopted under this
Act fail to provide specific guidance in matters of corporate
governance, the provisions of the Business Corporation Act of
1983 may be used.
(Source: P.A. 90-14, eff. 7-1-97; 90-41, eff. 10-1-97;
90-270, eff. 7-30-97; 90-301, eff. 8-1-97; 90-655, eff.
7-30-98; 90-665, eff. 7-30-98; 91-97, eff. 7-9-99; 91-357,
eff. 7-29-99.)
(205 ILCS 205/4005) (from Ch. 17, par. 7304-5)
Sec. 4005. Voting.
(a) Voting at a meeting may be either in person or by
proxy executed in writing by the member or stockholder or by
his duly authorized attorney-in-fact.
(b) In the determination of all questions requiring
ascertainment of who is entitled to vote and of the number of
outstanding shares, the following rules shall apply:
(1) The date of determination shall be the record
date for voting provided in this Act.
(2) Each person holding one or more withdrawable
accounts in a mutual savings bank shall have the vote of
one share for each $100 of the aggregate withdrawal value
of the accounts and shall have the vote of one share for
any fraction of $100; however, subject to regulation of
the Commissioner, a mutual savings bank may in its
by-laws limit the number of votes a person may cast to
1,000 votes. A mutual savings bank may adopt a different
voting arrangement if the Commissioner finds that the
arrangement would not be inequitable to members and if
the members approve the arrangement by an affirmative
vote of at least two-thirds of the votes entitled to be
cast, however, the voting arrangement need not obtain the
foregoing member approval if such voting arrangement is
otherwise approved as part of a corporate change under
this Act.
(3) Each holder of capital stock held shall have
one vote for each share held.
(4) Shares owned by the savings bank shall not be
counted or voted.
(5) A savings bank authorized to issue stock shall
provide in its articles of incorporation that voting
rights shall may be vested exclusively in stockholders.
(Source: P.A. 91-97, eff. 7-9-99.)
(205 ILCS 205/4013) (from Ch. 17, par. 7304-13)
Sec. 4013. Access to books and records; communication
with members and shareholders.
(a) Every member or shareholder shall have the right to
inspect books and records of the savings bank that pertain to
his accounts. Otherwise, the right of inspection and
examination of the books and records shall be limited as
provided in this Act, and no other person shall have access
to the books and records nor shall be entitled to a list of
the members or shareholders.
(b) For the purpose of this Section, the term "financial
records" means any original, any copy, or any summary of (1)
a document granting signature authority over a deposit or
account; (2) a statement, ledger card, or other record on any
deposit or account that shows each transaction in or with
respect to that account; (3) a check, draft, or money order
drawn on a savings bank or issued and payable by a savings
bank; or (4) any other item containing information pertaining
to any relationship established in the ordinary course of a
savings bank's business between a savings bank and its
customer, including financial statements or other financial
information provided by the member or shareholder.
(c) This Section does not prohibit:
(1) The preparation examination, handling, or
maintenance of any financial records by any officer,
employee, or agent of a savings bank having custody of
records or examination of records by a certified public
accountant engaged by the savings bank to perform an
independent audit.
(2) The examination of any financial records by, or
the furnishing of financial records by a savings bank to,
any officer, employee, or agent of the Commissioner of
Banks and Real Estate or the Federal Deposit Insurance
Corporation for use solely in the exercise of his duties
as an officer, employee, or agent.
(3) The publication of data furnished from
financial records relating to members or holders of
capital where the data cannot be identified to any
particular member, shareholder, or account.
(4) The making of reports or returns required under
Chapter 61 of the Internal Revenue Code of 1986.
(5) Furnishing information concerning the dishonor
of any negotiable instrument permitted to be disclosed
under the Uniform Commercial Code.
(6) The exchange in the regular course of business
of (i) credit information between a savings bank and
other savings banks or financial institutions or
commercial enterprises, directly or through a consumer
reporting agency or (ii) financial records or information
derived from financial records between a savings bank and
other savings banks or financial institutions or
commercial enterprises for the purpose of conducting due
diligence pursuant to a purchase or sale involving the
savings bank or assets or liabilities of the savings
bank.
(7) The furnishing of information to the
appropriate law enforcement authorities where the savings
bank reasonably believes it has been the victim of a
crime.
(8) The furnishing of information pursuant to the
Uniform Disposition of Unclaimed Property Act.
(9) The furnishing of information pursuant to the
Illinois Income Tax Act and the Illinois Estate and
Generation-Skipping Transfer Tax Act.
(10) The furnishing of information pursuant to the
federal "Currency and Foreign Transactions Reporting
Act", (Title 31, United States Code, Section 1051 et
seq.).
(11) The furnishing of information pursuant to any
other statute which by its terms or by regulations
promulgated thereunder requires the disclosure of
financial records other than by subpoena, summons,
warrant, or court order.
(12) The furnishing of information in accordance
with the federal Personal Responsibility and Work
Opportunity Reconciliation Act of 1996. Any savings bank
governed by this Act shall enter into an agreement for
data exchanges with a State agency provided the State
agency pays to the savings bank a reasonable fee not to
exceed its actual cost incurred. A savings bank
providing information in accordance with this item shall
not be liable to any account holder or other person for
any disclosure of information to a State agency, for
encumbering or surrendering any assets held by the
savings bank in response to a lien or order to withhold
and deliver issued by a State agency, or for any other
action taken pursuant to this item, including individual
or mechanical errors, provided the action does not
constitute gross negligence or willful misconduct. A
savings bank shall have no obligation to hold, encumber,
or surrender assets until it has been served with a
subpoena, summons, warrant, court or administrative
order, lien, or levy.
(13) The furnishing of information to law
enforcement authorities, the Illinois Department on Aging
and its regional administrative and provider agencies,
the Department of Human Services Office of Inspector
General, or public guardians, if the savings bank
suspects that a customer who is an elderly or disabled
person has been or may become the victim of financial
exploitation. For the purposes of this item (13), the
term: (i) "elderly person" means a person who is 60 or
more years of age, (ii) "disabled person" means a person
who has or reasonably appears to the savings bank to have
a physical or mental disability that impairs his or her
ability to seek or obtain protection from or prevent
financial exploitation, and (iii) "financial
exploitation" means tortious or illegal use of the assets
or resources of an elderly or disabled person, and
includes, without limitation, misappropriation of the
elderly or disabled person's assets or resources by undue
influence, breach of fiduciary relationship,
intimidation, fraud, deception, extortion, or the use of
assets or resources in any manner contrary to law. A
savings bank or person furnishing information pursuant to
this item (13) shall be entitled to the same rights and
protections as a person furnishing information under the
Elder Abuse and Neglect Act and the Illinois Domestic
Violence Act of 1986.
(14) The disclosure of financial records or
information as necessary to effect, administer, or
enforce a transaction requested or authorized by the
member or holder of capital, or in connection with:
(A) servicing or processing a financial
product or service requested or authorized by the
member or holder of capital;
(B) maintaining or servicing an account of a
member or holder of capital with the savings bank;
or
(C) a proposed or actual securitization or
secondary market sale (including sales of servicing
rights) related to a transaction of a member or
holder of capital.
Nothing in this item (14), however, authorizes the
sale of the financial records or information of a member
or holder of capital without the consent of the member or
holder of capital.
(15) The exchange in the regular course of business
of information between a savings bank and any commonly
owned affiliate of the savings bank, subject to the
provisions of the Financial Institutions Insurance Sales
Law.
(16) The disclosure of financial records or
information as necessary to protect against or prevent
actual or potential fraud, unauthorized transactions,
claims, or other liability.
(d) A savings bank may not disclose to any person,
except to the member or holder of capital or his duly
authorized agent, any financial records relating to that
member or shareholder of the savings bank unless:
(1) the member or shareholder has authorized
disclosure to the person; or
(2) the financial records are disclosed in response
to a lawful subpoena, summons, warrant, or court order
that meets the requirements of subsection (e) of this
Section.
(e) A savings bank shall disclose financial records
under subsection (d) of this Section pursuant to a lawful
subpoena, summons, warrant, or court order only after the
savings bank mails a copy of the subpoena, summons, warrant,
or court order to the person establishing the relationship
with the savings bank, if living, and otherwise, his personal
representative, if known, at his last known address by first
class mail, postage prepaid, unless the savings bank is
specifically prohibited from notifying the person by order of
court.
(f) Any officer or employee of a savings bank who
knowingly and willfully furnishes financial records in
violation of this Section is guilty of a business offense
and, upon conviction, shall be fined not more than $1,000.
(g) Any person who knowingly and willfully induces or
attempts to induce any officer or employee of a savings bank
to disclose financial records in violation of this Section is
guilty of a business offense and, upon conviction, shall be
fined not more than $1,000.
(h) If any member or shareholder desires to communicate
with the other members or shareholders of the savings bank
with reference to any question pending or to be presented at
an annual or special meeting, the savings bank shall give
that person, upon request, a statement of the approximate
number of members or shareholders entitled to vote at the
meeting and an estimate of the cost of preparing and mailing
the communication. The requesting member shall submit the
communication to the Commissioner who, upon finding it to be
appropriate and truthful, shall direct that it be prepared
and mailed to the members upon the requesting member's or
shareholder's payment or adequate provision for payment of
the expenses of preparation and mailing.
(i) A savings bank shall be reimbursed for costs that
are necessary and that have been directly incurred in
searching for, reproducing, or transporting books, papers,
records, or other data of a customer required to be
reproduced pursuant to a lawful subpoena, warrant, or court
order.
(j) Notwithstanding the provisions of this Section, a
savings bank may sell or otherwise make use of lists of
customers' names and addresses. All other information
regarding a customer's account are subject to the disclosure
provisions of this Section. At the request of any customer,
that customer's name and address shall be deleted from any
list that is to be sold or used in any other manner beyond
identification of the customer's accounts.
(Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)
(205 ILCS 205/6013) (from Ch. 17, par. 7306-13)
Sec. 6013. Loans to one borrower.
(a) Except as provided in subsection (c), the total
loans and extensions of credit, both direct and indirect, by
a savings bank to any person, other than a municipal
corporation for money borrowed, outstanding at one time shall
not exceed 20% of the savings bank's total capital plus
general loan loss reserves.
(b) Except as provided in subsection (c), the total
loans and extensions of credit, both direct and indirect, by
a savings bank to any person outstanding at one time and at
least 100% secured by readily marketable collateral having a
market value, as determined by reliable and continuously
available price quotations, shall not exceed 10% of the
savings bank's total capital plus general loan loss reserves.
This limitation shall be separate from and in addition to the
limitation contained in subsection (a).
(c) If the limit under subsection (a) or (b) on total
loans to one borrower is less than $500,000, a savings bank
that meets its minimum capital requirement under this Act may
have loan and extensions of credit, both direct and indirect,
outstanding to any person at one time not to exceed $500,000.
With the prior written approval of the Commissioner, a
savings bank that has capital in excess of 6% of assets may
make loans and extensions of credit to one borrower for the
development of residential housing properties, located or to
be located in this State, not to exceed 30% of the savings
bank's total capital plus general loan loss reserves.
(d) For purposes of this Section, the term "person"
shall be deemed to include an individual, firm, corporation,
business trust, partnership, trust, estate, association,
joint venture, pool, syndicate, sole proprietorship,
unincorporated association, any political subdivision, or any
similar entity or organization.
(e) For the purposes of this Section any loan or
extension of credit granted to one person, the proceeds of
which are used for the direct benefit of a second person,
shall be deemed a loan or extension of credit to the second
person as well as the first person. In addition, a loan or
extension of credit to one person shall be deemed a loan or
extension of credit to others when a common enterprise exists
between the first person and such other persons.
(f) For the purposes of this Section, the total
liabilities of a firm, partnership, pool, syndicate, or joint
venture shall include the liabilities of the members of the
entity.
(g) For the purposes of this Section, the term "readily
marketable collateral" means financial instruments or bullion
that are salable under ordinary circumstances with reasonable
promptness at a fair market value on an auction or a
similarly available daily bid-and-ask price market.
"Financial instruments" include stocks, bonds, notes,
debentures traded on a national exchange or over the counter,
commercial paper, negotiable certificates of deposit,
bankers' acceptances, and shares in money market or mutual
funds.
(h) Each savings bank shall institute adequate
procedures to ensure that collateral fully secures the
outstanding loan or extension of credit at all times.
(i) If collateral values fall below 100% of the
outstanding loan or extension of credit to the extent that
the loan or extension of credit no longer is in conformance
with subsection (b) and exceeds the 20% limitation of
subsection (a), the loan must be brought into conformance
with this Section within 5 business days except where
judicial proceedings or other similar extraordinary
occurrences prevent the savings bank from taking action.
(j) This Section shall not apply to loans or extensions
of credit to the United States of America or its agencies or
this State or its agencies or to any loan, investment, or
extension of credit made pursuant to Section 6003 of this
Act.
(k) This Section does not apply to the obligations as
endorser, whether with or without recourse, or as guarantor,
whether conditional or unconditional, of negotiable or
nonnegotiable installment consumer paper of the person
transferring the same if the bank's files or the knowledge of
its officers of the financial condition of each maker of
those obligations is reasonably adequate and if an officer of
the bank, designated for that purpose by the board of
directors of the bank, certifies that the responsibility of
each maker of the obligations has been evaluated and that the
bank is relying primarily upon each maker for the payment of
the obligations. The certification shall be in writing and
shall be retained as part of the records of the bank.
(l) The Commissioner may prescribe rules to carry out
the purposes of this Section and to establish limits or
requirements other than those specified in this Section for
particular types of loans and extensions of credit.
(Source: P.A. 89-74, eff. 6-30-95; 90-665, eff. 7-30-98.)
(205 ILCS 205/8015) (from Ch. 17, par. 7308-15)
Sec. 8015. Change in control.
(a) 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 10% or more of a savings bank or savings bank
affiliate operating under this Act. The Commissioner shall
promulgate rules to implement this provision including
definitions, application, procedures, standards for approval
or disapproval.
(b) The Commissioner may examine the books and records
of any person giving notice of intent to acquire control of
10% or more of a savings bank operating under this Act.
(c) The Commissioner may approve or disapprove an
application for change of control. In either case, the
decision must be issued within 30 days of the filing of the
initial application or the date of receipt of any additional
information requested by the Commissioner that is necessary
for his decision to be made. The request for additional
information must be made within 20 days of the filing of the
initial application.
(Source: P.A. 86-1213.)
(205 ILCS 205/9019 new)
Sec. 9019. Reliance on the Commissioner.
(a) The Commissioner may issue an opinion in response to
a specific request from a member of the public or the banking
or thrift industry or on his own initiative. The opinion may
be in the form of an interpretive letter, no-objection
letter, or other issuance the Commissioner deems appropriate.
(b) If the Commissioner determines that the opinion is
useful for the general guidance of the public or savings
banks, the Commissioner may disseminate the opinion by
newsletter, via an electronic medium such as the internet, in
a volume of statutes or related materials published by the
Commissioner or others, or by other means reasonably
calculated to notify persons affected by the opinion. A
published opinion must be redacted to preserve the
confidentiality of the requesting party unless the requesting
party consents to be identified in the published opinion.
(c) No savings bank or other person shall be liable
under this Act for any act done or omitted in good faith in
conformity with any rule, interpretation, or opinion issued
by the Commissioner, notwithstanding that after the act or
omission has occurred, the rule, interpretation, or opinion
upon which reliance is placed is amended, rescinded, or
determined by judicial or other authority to be invalid for
any reason.
(205 ILCS 205/10001) (from Ch. 17, par. 7310-1)
Sec. 10001. Commissioner's authority to take custody and
appoint a conservator or a receiver.
(a) The Commissioner, in his discretion, may take
custody of and appoint a conservator for the property,
liabilities, books, records, business, and assets of every
kind and character of any savings bank for any of the
purposes hereinafter enumerated if it appears from reports
made to the Commissioner or from examination made by or on
behalf of the Commissioner:
(1) That the savings bank has failed to produce an
annual audited financial statement, after receiving one
extension from the Commissioner as permitted by this Act.
(2) That the savings bank's books and records,
after at least 2 consecutive notices from the
Commissioner spanning at least 2 consecutive calendar
quarters, are in an inaccurate and incomplete condition
to the extent that the Commissioner is unable, through
the normal supervisory process, to determine the
financial condition of the savings bank or the details or
purpose of any transaction that may materially affect the
savings bank's financial condition.
(3) That the savings bank has failed or is about to
fail to meet its capital requirement and can meet its
requirements and restore its capital only with assistance
from its federal insurer.
(4) That the savings bank is insolvent in that its
assets are less than its obligations to its creditors,
including its depositors.
(5) That the savings bank has experienced
substantial dissipation of assets due to any violation of
a law, regulation, or order of the Commissioner or due to
any unsafe or unsound practice.
(6) That there is a likelihood that the savings
bank will not be able to meet the demands of its
depositors or pay its obligations in the normal course of
business.
(7) That losses have occurred or are likely to
occur that have or will deplete all or substantially all
of the savings bank's capital and that there is no
reasonable prospect for replenishment of the savings
bank's capital without federal assistance.
(8) That the savings bank or its officers,
directors, or employees, or persons in control of the
savings bank are violating a law, regulation, or
supervisory order of the Commissioner or of another of
its financial regulators.
(9) That the savings bank is in an unsafe or
unsound condition likely to cause insolvency or a
substantial dissipation of assets or earnings that will
weaken the condition of the savings bank and will
prejudice the interests of its depositors.
(10) That the directors, officers, trustees, or
liquidators have neglected, failed, or refused to take
any action that the Commissioner may deem necessary for
the protection of the savings bank, including production
of an annual audited financial statement after an
extension was granted, have continued to maintain the
savings bank's books and records in an inaccurate and
incomplete condition for 2 consecutive quarters after 2
notices from the Commissioner, or have impeded or
obstructed an examination.
(11) That the deposit accounts of the savings bank
are impaired to the extent that the realizable value of
its assets is insufficient to pay in full its creditors
and holders of its deposit accounts or meet its
obligations in the normal course of business; or that its
capital stock is impaired.
(12) That the savings bank is unable to continue
operation.
(13) That the business of the savings bank or
savings bank in liquidation is being conducted in a
fraudulent, illegal, or unsafe or unsound manner.
(14) That the officers, employees, trustees, or
liquidators have continued to assume duties or perform
acts without giving bond as required by the provisions of
this Act.
(b) If any condition exists that would give the
Commissioner authority to take custody of an insured
depository institution, the action of the Commissioner may be
withheld pending a satisfactory resolution of the condition
as suggested by the insurance corporation, provided the
savings bank has sufficient liquidity and has adopted and
implemented an operating plan considered prudent by the
Commissioner.
(c) No action or inaction of the Commissioner taken
under this Article shall cause the Commissioner to be
personally liable for that action or inaction unless the
Commissioner's action or inaction is found to be in violation
of a criminal statute.
(d) The Commissioner shall promulgate rules and
regulations to govern the determination of a need for a
conservator or receiver, the selection and appointment of a
conservator or receiver, and the conduct of a conservatorship
or receivership, including allocation of the payment of
costs.
(e) The proceedings pursuant to this Article shall be
the exclusive remedy and, except for the Federal Deposit
Insurance Corporation acting pursuant to the Federal Deposit
Insurance Act, shall be the only proceedings commenced in any
court for the taking of custody, the dissolution, the winding
up of the affairs, or the appointment of a receiver for a
savings bank.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 205/11003) (from Ch. 17, par. 7311-3)
Sec. 11003. Removal and prohibition authority.
(a) In addition to other provisions of this Act
concerning 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 that:
(1) The person or persons have directly or
indirectly violated any law, regulation, or order
including orders, conditions, and agreements between the
savings bank and the Commissioner or between the savings
bank and its federal regulators.
(2) The person or persons have breached their
fiduciary or professional responsibilities to the savings
bank.
(3) The person or persons have similarly behaved
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.
(b) The Commissioner may serve upon a party a written
notice of the Commissioner's intention to remove or suspend
the party from office in the savings bank or to prohibit any
further participation in any manner by the party in the
conduct of the affairs of any savings bank financial
institution, if the Commissioner finds because of a violation
of subsection (a) that:
(1) Any savings bank, other insured depository
institution, or other regulated entity has or probably
will suffer financial loss or other damage.
(2) The interests of savings bank's depositors or
other insured depository institution's depositors have
been or could be prejudiced.
(3) The party has received financial gain or other
benefit by reason of the violation.
(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.
(Source: P.A. 86-1213.)
(205 ILCS 205/11004) (from Ch. 17, par. 7311-4)
Sec. 11004. Industrywide prohibition.
(a) Except as provided in regulations of the
Commissioner, any person who has been removed or suspended
from office in a savings bank operating under this Act or
prohibited from participating in the conduct of the affairs
of a savings bank operating under this Act may not, while an
order is in effect, continue or begin to hold any office in,
or participate in any manner in the conduct of the affairs of
any savings bank regulated by the State of Illinois, another
insured depository institution regulated by the State of
Illinois, or any other financial services entity regulated by
the State of Illinois.
(b) Any violation of subsection (a) by any person who is
subject to an order described in that subsection shall be
treated as violation of the order.
(Source: P.A. 86-1213.)
(205 ILCS 205/11008) (from Ch. 17, par. 7311-8)
Sec. 11008. Unauthorized participation by convicted
individual.
(a) Except with the prior written consent of the
Commissioner, no person who has been convicted of any
criminal offense involving dishonesty or a breach of trust
may own or control directly or indirectly more than 0.001% of
the capital stock of, receive benefit directly or indirectly
from, or participate directly or indirectly in any manner in
the conduct of the affairs of a savings bank.
(b) A savings bank may not permit participation by a
person described in subsection (a).
(c) Whoever knowingly violates subsection (a) or (b) is
guilty of a Class 3 felony and may be fined not more than
$10,000 for each day of violation.
(Source: P.A. 91-97, eff. 7-9-99.)
(205 ILCS 205/11012 rep.)
Section 27. The Savings Bank Act is amended by repealing
Section 11012.
Section 28. The Illinois Credit Union Act is amended by
changing Section 10 as follows:
(205 ILCS 305/10) (from Ch. 17, par. 4411)
Sec. 10. Credit union records; member financial records.
(1) A credit union shall establish and maintain books,
records, accounting systems and procedures which accurately
reflect its operations and which enable the Department to
readily ascertain the true financial condition of the credit
union and whether it is complying with this Act.
(2) A photostatic or photographic reproduction of any
credit union records shall be admissible as evidence of
transactions with the credit union.
(3) (a) For the purpose of this Section, the term
"financial records" means any original, any copy, or any
summary of (1) a document granting signature authority
over an account, (2) a statement, ledger card or other
record on any account which shows each transaction in or
with respect to that account, (3) a check, draft or money
order drawn on a financial institution or other entity or
issued and payable by or through a financial institution
or other entity, or (4) any other item containing
information pertaining to any relationship established in
the ordinary course of business between a credit union
and its member, including financial statements or other
financial information provided by the member.
(b) This Section does not prohibit:
(1) The preparation, examination, handling or
maintenance of any financial records by any officer,
employee or agent of a credit union having custody
of such records, or the examination of such records
by a certified public accountant engaged by the
credit union to perform an independent audit.;
(2) The examination of any financial records
by or the furnishing of financial records by a
credit union to any officer, employee or agent of
the Department, the National Credit Union
Administration, Federal Reserve board or any insurer
of share accounts for use solely in the exercise of
his duties as an officer, employee or agent.;
(3) The publication of data furnished from
financial records relating to members where the data
cannot be identified to any particular customer of
account.;
(4) The making of reports or returns required
under Chapter 61 of the Internal Revenue Code of
1954.;
(5) Furnishing information concerning the
dishonor of any negotiable instrument permitted to
be disclosed under the Uniform Commercial Code.;
(6) The exchange in the regular course of
business of (i) credit information between a credit
union and other credit unions or financial
institutions or commercial enterprises, directly or
through a consumer reporting agency or (ii)
financial records or information derived from
financial records between a credit union and other
credit unions or financial institutions or
commercial enterprises for the purpose of conducting
due diligence pursuant to a merger or a purchase or
sale of assets or liabilities of the credit union.;
(7) The furnishing of information to the
appropriate law enforcement authorities where the
credit union reasonably believes it has been the
victim of a crime.;
(8) The furnishing of information pursuant to
the Uniform Disposition of Unclaimed Property Act.;
(9) The furnishing of information pursuant to
the Illinois Income Tax Act and the Illinois Estate
and Generation-Skipping Transfer Tax Act.;
(10) The furnishing of information pursuant to
the federal "Currency and Foreign Transactions
Reporting Act", Title 31, United States Code,
Section 1051 et sequentia.; or
(11) The furnishing of information pursuant to
any other statute which by its terms or by
regulations promulgated thereunder requires the
disclosure of financial records other than by
subpoena, summons, warrant or court order.
(12) The furnishing of information in
accordance with the federal Personal Responsibility
and Work Opportunity Reconciliation Act of 1996. Any
credit union governed by this Act shall enter into
an agreement for data exchanges with a State agency
provided the State agency pays to the credit union a
reasonable fee not to exceed its actual cost
incurred. A credit union providing information in
accordance with this item shall not be liable to any
account holder or other person for any disclosure of
information to a State agency, for encumbering or
surrendering any assets held by the credit union in
response to a lien or order to withhold and deliver
issued by a State agency, or for any other action
taken pursuant to this item, including individual or
mechanical errors, provided the action does not
constitute gross negligence or willful misconduct. A
credit union shall have no obligation to hold,
encumber, or surrender assets until it has been
served with a subpoena, summons, warrant, court or
administrative order, lien, or levy.
(13) The furnishing of information to law
enforcement authorities, the Illinois Department on
Aging and its regional administrative and provider
agencies, the Department of Human Services Office of
Inspector General, or public guardians, if the
credit union suspects that a member who is an
elderly or disabled person has been or may become
the victim of financial exploitation. For the
purposes of this item (13), the term: (i) "elderly
person" means a person who is 60 or more years of
age, (ii) "disabled person" means a person who has
or reasonably appears to the credit union to have a
physical or mental disability that impairs his or
her ability to seek or obtain protection from or
prevent financial exploitation, and (iii) "financial
exploitation" means tortious or illegal use of the
assets or resources of an elderly or disabled
person, and includes, without limitation,
misappropriation of the elderly or disabled person's
assets or resources by undue influence, breach of
fiduciary relationship, intimidation, fraud,
deception, extortion, or the use of assets or
resources in any manner contrary to law. A credit
union or person furnishing information pursuant to
this item (13) shall be entitled to the same rights
and protections as a person furnishing information
under the Elder Abuse and Neglect Act and the
Illinois Domestic Violence Act of 1986.
(14) The disclosure of financial records or
information as necessary to effect, administer, or
enforce a transaction requested or authorized by the
member, or in connection with:
(A) servicing or processing a financial
product or service requested or authorized by
the member;
(B) maintaining or servicing a member's
account with the credit union; or
(C) a proposed or actual securitization
or secondary market sale (including sales of
servicing rights) related to a transaction of a
member.
Nothing in this item (14), however, authorizes the
sale of the financial records or information of a member
without the consent of the member.
(15) The disclosure of financial records or
information as necessary to protect against or prevent
actual or potential fraud, unauthorized transactions,
claims, or other liability.
(c) Except as otherwise provided by this Act, a credit
union may not disclose to any person, except to the member or
his duly authorized agent, any financial records relating to
that member of the credit union unless:
(1) the member has authorized disclosure to the
person;
(2) the financial records are disclosed in response
to a lawful subpoena, summons, warrant or court order
that meets the requirements of subparagraph (d) of this
Section; or
(3) the credit union is attempting to collect an
obligation owed to the credit union and the credit union
complies with the provisions of Section 2I of the
Consumer Fraud and Deceptive Business Practices Act.
(d) A credit union shall disclose financial records
under subparagraph (c)(2) of this Section pursuant to a
lawful subpoena, summons, warrant or court order only after
the credit union mails a copy of the subpoena, summons,
warrant or court order to the person establishing the
relationship with the credit union, if living, and otherwise
his personal representative, if known, at his last known
address by first class mail, postage prepaid unless the
credit union is specifically prohibited from notifying the
person by order of court or by applicable State or federal
law. In the case of a grand jury subpoena, a credit union
shall not mail a copy of a subpoena to any person pursuant to
this subsection if the subpoena was issued by a grand jury
under the Statewide Grand Jury Act or notifying the person
would constitute a violation of the federal Right to
Financial Privacy Act of 1978.
(e) (1) Any officer or employee of a credit union who
knowingly and wilfully furnishes financial records in
violation of this Section is guilty of a business offense
and upon conviction thereof shall be fined not more than
$1,000.
(2) Any person who knowingly and wilfully induces
or attempts to induce any officer or employee of a credit
union to disclose financial records in violation of this
Section is guilty of a business offense and upon
conviction thereof shall be fined not more than $1,000.
(f) A credit union shall be reimbursed for costs which
are reasonably necessary and which have been directly
incurred in searching for, reproducing or transporting books,
papers, records or other data of a member required or
requested to be produced pursuant to a lawful subpoena,
summons, warrant or court order. The Director may determine,
by rule, the rates and conditions under which payment shall
be made. Delivery of requested documents may be delayed
until final reimbursement of all costs is received.
(Source: P.A. 90-18, eff. 7-1-97; 91-929, eff. 12-15-00.)
Section 30. The Interest Act is amended by changing
Sections 4 and 4a as follows:
(815 ILCS 205/4) (from Ch. 17, par. 6404)
Sec. 4. General interest rate.
(1) In all written contracts it shall be lawful for the
parties to stipulate or agree that 9% per annum, or any less
sum of interest, shall be taken and paid upon every $100 of
money loaned or in any manner due and owing from any person
to any other person or corporation in this state, and after
that rate for a greater or less sum, or for a longer or
shorter time, except as herein provided.
The maximum rate of interest that may lawfully be
contracted for is determined by the law applicable thereto at
the time the contract is made. Any provision in any
contract, whether made before or after July 1, 1969, which
provides for or purports to authorize, contingent upon a
change in the Illinois law after the contract is made, any
rate of interest greater than the maximum lawful rate at the
time the contract is made, is void.
It is lawful for a state bank or a branch of an
out-of-state bank, as those terms are defined in Section 2 of
the Illinois Banking Act, to receive or to contract to
receive and collect interest and charges at any rate or rates
agreed upon by the bank or branch and the borrower. It is
lawful for a savings bank chartered under the Savings Bank
Act or a savings association chartered under the Illinois
Savings and Loan Act of 1985 to receive or contract to
receive and collect interest and charges at any rate agreed
upon by the savings bank or savings association and the
borrower.
It is lawful to receive or to contract to receive and
collect interest and charges as authorized by this Act and as
authorized by the Consumer Installment Loan Act and by the
"Consumer Finance Act", approved July 10, 1935, as now or
hereafter amended. It is lawful to charge, contract for, and
receive any rate or amount of interest or compensation with
respect to the following transactions:
(a) Any loan made to a corporation;
(b) Advances of money, repayable on demand, to an
amount not less than $5,000, which are made upon
warehouse receipts, bills of lading, certificates of
stock, certificates of deposit, bills of exchange, bonds
or other negotiable instruments pledged as collateral
security for such repayment, if evidenced by a writing;
(c) Any credit transaction between a merchandise
wholesaler and retailer; any business loan to a business
association or copartnership or to a person owning and
operating a business as sole proprietor or to any persons
owning and operating a business as joint venturers, joint
tenants or tenants in common, or to any limited
partnership, or to any trustee owning and operating a
business or whose beneficiaries own and operate a
business, except that any loan which is secured (1) by an
assignment of an individual obligor's salary, wages,
commissions or other compensation for services, or (2) by
his household furniture or other goods used for his
personal, family or household purposes shall be deemed
not to be a loan within the meaning of this subsection;
and provided further that a loan which otherwise
qualifies as a business loan within the meaning of this
subsection shall not be deemed as not so qualifying
because of the inclusion, with other security consisting
of business assets of any such obligor, of real estate
occupied by an individual obligor solely as his
residence. The term "business" shall be deemed to mean a
commercial, agricultural or industrial enterprise which
is carried on for the purpose of investment or profit,
but shall not be deemed to mean the ownership or
maintenance of real estate occupied by an individual
obligor solely as his residence;
(d) Any loan made in accordance with the provisions
of Subchapter I of Chapter 13 of Title 12 of the United
States Code, which is designated as "Housing Renovation
and Modernization";
(e) Any mortgage loan insured or upon which a
commitment to insure has been issued under the provisions
of the National Housing Act, Chapter 13 of Title 12 of
the United States Code;
(f) Any mortgage loan guaranteed or upon which a
commitment to guaranty has been issued under the
provisions of the Veterans' Benefits Act, Subchapter II
of Chapter 37 of Title 38 of the United States Code;
(g) Interest charged by a broker or dealer
registered under the Securities Exchange Act of 1934, as
amended, or registered under the Illinois Securities Law
of 1953, approved July 13, 1953, as now or hereafter
amended, on a debit balance in an account for a customer
if such debit balance is payable at will without penalty
and is secured by securities as defined in Uniform
Commercial Code-Investment Securities;
(h) Any loan made by a participating bank as part
of any loan guarantee program which provides for loans
and for the refinancing of such loans to medical
students, interns and residents and which are guaranteed
by the American Medical Association Education and
Research Foundation;
(i) Any loan made, guaranteed, or insured in
accordance with the provisions of the Housing Act of
1949, Subchapter III of Chapter 8A of Title 42 of the
United States Code and the Consolidated Farm and Rural
Development Act, Subchapters I, II, and III of Chapter 50
of Title 7 of the United States Code;
(j) Any loan by an employee pension benefit plan,
as defined in Section 3 (2) of the Employee Retirement
Income Security Act of 1974 (29 U.S.C.A. Sec. 1002), to
an individual participating in such plan, provided that
such loan satisfies the prohibited transaction exemption
requirements of Section 408 (b) (1) (29 U.S.C.A. Sec.
1108 (b) (1)) or Section 2003 (a) (26 U.S.C.A. Sec. 4975
(d) (1)) of the Employee Retirement Income Security Act
of 1974;
(k) Written contracts, agreements or bonds for deed
providing for installment purchase of real estate;
(1) Loans secured by a mortgage on real estate;
(m) Loans made by a sole proprietorship,
partnership, or corporation to an employee or to a person
who has been offered employment by such sole
proprietorship, partnership, or corporation made for the
sole purpose of transferring an employee or person who
has been offered employment to another office maintained
and operated by the same sole proprietorship,
partnership, or corporation;
(n) Loans to or for the benefit of students made by
an institution of higher education.
(2) Except for loans described in subparagraph (a), (c),
(d), (e), (f) or (i) of subsection (1) of this Section, and
except to the extent permitted by the applicable statute for
loans made pursuant to Section 4a or pursuant to the Consumer
Installment Loan Act:
(a) Whenever the rate of interest exceeds 8% per
annum on any written contract, agreement or bond for deed
providing for the installment purchase of residential
real estate, or on any loan secured by a mortgage on
residential real estate, it shall be unlawful to provide
for a prepayment penalty or other charge for prepayment.
(b) No agreement, note or other instrument
evidencing a loan secured by a mortgage on residential
real estate, or written contract, agreement or bond for
deed providing for the installment purchase of
residential real estate, may provide for any change in
the contract rate of interest during the term thereof.
However, if the Congress of the United States or any
federal agency authorizes any class of lender to enter,
within limitations, into mortgage contracts or written
contracts, agreements or bonds for deed in which the rate
of interest may be changed during the term of the
contract, any person, firm, corporation or other entity
not otherwise prohibited from entering into mortgage
contracts or written contracts, agreements or bonds for
deed in Illinois may enter into mortgage contracts or
written contracts, agreements or bonds for deed in which
the rate of interest may be changed during the term of
the contract, within the same limitations.
(3) In any contract or loan which is secured by a
mortgage, deed of trust, or conveyance in the nature of a
mortgage, on residential real estate, the interest which is
computed, calculated, charged, or collected pursuant to such
contract or loan, or pursuant to any regulation or rule
promulgated pursuant to this Act, may not be computed,
calculated, charged or collected for any period of time
occurring after the date on which the total indebtedness,
with the exception of late payment penalties, is paid in
full.
For purposes of this Section, a prepayment shall mean the
payment of the total indebtedness, with the exception of late
payment penalties if incurred or charged, on any date before
the date specified in the contract or loan agreement on which
the total indebtedness shall be paid in full, or before the
date on which all payments, if timely made, shall have been
made. In the event of a prepayment of the indebtedness which
is made on a date after the date on which interest on the
indebtedness was last computed, calculated, charged, or
collected but before the next date on which interest on the
indebtedness was to be calculated, computed, charged, or
collected, the lender may calculate, charge and collect
interest on the indebtedness for the period which elapsed
between the date on which the prepayment is made and the date
on which interest on the indebtedness was last computed,
calculated, charged or collected at a rate equal to 1/360 of
the annual rate for each day which so elapsed, which rate
shall be applied to the indebtedness outstanding as of the
date of prepayment. The lender shall refund to the borrower
any interest charged or collected which exceeds that which
the lender may charge or collect pursuant to the preceding
sentence. The provisions of this amendatory Act of 1985 shall
apply only to contracts or loans entered into on or after the
effective date of this amendatory Act, but shall not apply to
contracts or loans entered into on or after that date that
are subject to Section 4a of this Act, the Consumer
Installment Loan Act, or the Retail Installment Sales Act, or
that provide for the refund of precomputed interest on
prepayment in the manner provided by such Act.
(Source: P.A. 89-208, eff. 9-29-95.)
(815 ILCS 205/4a) (from Ch. 17, par. 6410)
Sec. 4a. Installment loan rate.
(a) On money loaned to or in any manner owing from any
person, whether secured or unsecured, except where the money
loaned or in any manner owing is directly or indirectly for
the purchase price of real estate or an interest therein and
is secured by a lien on or retention of title to that real
estate or interest therein, to an amount not more than
$25,000 (excluding interest) which is evidenced by a written
instrument providing for the payment thereof in 2 or more
periodic installments over a period of not more than 181
months from the date of the execution of the written
instrument, it is lawful to receive or to contract to receive
and collect either:
(i) interest in an amount equivalent to interest
computed at a rate not exceeding 9% per year on the
entire principal amount of the money loaned or in any
manner owing for the period from the date of the making
of the loan or the incurring of the obligation for the
amount owing evidenced by the written instrument until
the date of the maturity of the last installment thereof,
and to add that amount to the principal, except that
there shall be no limit on the rate of interest which may
be received or contracted to be received and collected by
(1) any bank that has its main office or, after May 31,
1997, a branch in this State; (2) a savings and loan
association chartered under the Illinois Savings and Loan
Act of 1985, a savings bank chartered under the Savings
Bank Act, or a federal savings and loan association
established under the laws of the United States and
having its main office in this State; or (3) any lender
licensed under either the Consumer Finance Act or the
Consumer Installment Loan Act, but in any case in which
interest is received, contracted for or collected on the
basis of this clause (i), the debtor may satisfy in full
at any time before maturity the debt evidenced by the
written instrument, and in so satisfying must receive a
refund credit against the total amount of interest added
to the principal computed in the manner provided under
Section 15(f)(3) of the Consumer Installment Loan Act for
refunds or credits of applicable interest on payment in
full of precomputed loans before the final installment
due date; or
(ii) interest accrued on the principal balance from
time to time remaining unpaid, from the date of making of
the loan or the incurring of the obligation to the date
of the payment of the debt in full, at a rate not
exceeding the annual percentage rate equivalent of the
rate permitted to be charged under clause (i) above, but
in any such case the debtor may, provided that the debtor
shall have paid in full all interest and other charges
accrued to the date of such prepayment, prepay the
principal balance in full or in part at any time, and
interest shall, upon any such prepayment, cease to accrue
on the principal amount which has been prepaid.
(b) Whenever the principal amount of an installment loan
is $300 or more and the repayment period is 6 months or more,
a minimum charge of $15 may be collected instead of interest,
but only one minimum charge may be collected from the same
person during one year. When the principal amount of the loan
(excluding interest) is $800 or less, the lender or creditor
may contract for and receive a service charge not to exceed
$5 in addition to interest; and that service charge may be
collected when the loan is made, but only one service charge
may be contracted for, received, or collected from the same
person during one year.
(c) Credit life insurance and credit accident and health
insurance, and any charge therefor which is deducted from the
loan or paid by the obligor, must comply with Article IX 1/2
of the Illinois Insurance Code and all lawful requirements of
the Director of Insurance related thereto. When there are 2
or more obligors on the loan contract, only one charge for
credit life insurance and credit accident and health
insurance may be made and only one of the obligors may be
required to be insured. Insurance obtained from, by or
through the lender or creditor must be in effect when the
loan is transacted. The purchase of that insurance from an
agent, broker or insurer specified by the lender or creditor
may not be a condition precedent to the granting of the loan.
(d) The lender or creditor may require the obligor to
provide property insurance on security other than household
goods, furniture and personal effects. The amount and term of
the insurance must be reasonable in relation to the amount
and term of the loan contract and the type and value of the
security, and the insurance must be procured in accordance
with the insurance laws of this State. The purchase of that
insurance from an agent, broker or insurer specified by the
lender or creditor may not be a condition precedent to the
granting of the loan.
(e) The lender or creditor may, if the contract
provides, collect a delinquency and collection charge on each
installment in default for a period of not less than 10 days
in an amount not exceeding 5% of the installment on
installments in excess of $200 or $10 on installments of $200
or less, but only one delinquency and collection charge may
be collected on any installment regardless of the period
during which it remains in default. In addition, the contract
may provide for the payment by the borrower or debtor of
attorney's fees incurred by the lender or creditor. The
lender or creditor may enforce such a provision to the extent
of the reasonable attorney's fees incurred by him in the
collection or enforcement of the contract or obligation.
Whenever interest is contracted for or received under this
Section, no amount in addition to the charges authorized by
this Section may be directly or indirectly charged,
contracted for or received, except lawful fees paid to a
public officer or agency to record, file or release security,
and except costs and disbursements including reasonable
attorney's fees, incurred in legal proceedings to collect a
loan or to realize on a security after default. This Section
does not prohibit the receipt of any commission, dividend or
other benefit by the creditor or an employee, affiliate or
associate of the creditor from the insurance authorized by
this Section.
(f) When interest is contracted for or received under
this Section, the lender must disclose the following items to
the obligor in a written statement before the loan is
consummated:
(1) the amount and date of the loan contract;
(2) the amount of loan credit using the term
"amount financed";
(3) every deduction from the amount financed or
payment made by the obligor for insurance and the type of
insurance for which each deduction or payment was made;
(4) every other deduction from the loan or payment
made by the obligor in connection with obtaining the
loan;
(5) the date on which the finance charge begins to
accrue if different from the date of the transaction;
(6) the total amount of the loan charge for the
scheduled term of the loan contract with a description of
each amount included using the term "finance charge";
(7) the finance charge expressed as an annual
percentage rate using the term "annual percentage rate".
"Annual percentage rate" means the nominal annual
percentage rate of finance charge determined in
accordance with the actuarial method of computation with
an accuracy at least to the nearest 1/4 of 1%; or at the
option of the lender by application of the United States
rule so that it may be disclosed with an accuracy at
least to the nearest 1/4 of 1%;
(8) the number, amount and due dates or periods of
payments scheduled to repay the loan and the sum of such
payments using the term "total of payments";
(9) the amount, or method of computing the amount
of any default, delinquency or similar charges payable in
the event of late payments;
(10) the right of the obligor to prepay the loan
and the fact that such prepayment will reduce the charge
for the loan;
(11) a description or identification of the type of
any security interest held or to be retained or acquired
by the lender in connection with the loan and a clear
identification of the property to which the security
interest relates. If after-acquired property will be
subject to the security interest, or if other or future
indebtedness is or may be secured by any such property,
this fact shall be clearly set forth in conjunction with
the description or identification of the type of security
interest held, retained or acquired;
(12) a description of any penalty charge that may
be imposed by the lender for prepayment of the principal
of the obligation with an explanation of the method of
computation of such penalty and the conditions under
which it may be imposed;
(13) unless the contract provides for the accrual
and payment of the finance charge on the balance of the
amount financed from time to time remaining unpaid, an
identification of the method of computing any unearned
portion of the finance charge in the event of prepayment
of the loan.
The terms "finance charge" and "annual percentage rate"
shall be printed more conspicuously than other terminology
required by this Section.
(g) At the time disclosures are made, the lender shall
deliver to the obligor a duplicate of the instrument or
statement by which the required disclosures are made and on
which the lender and obligor are identified and their
addresses stated. All of the disclosures shall be made
clearly, conspicuously and in meaningful sequence and made
together on either:
(i) the note or other instrument evidencing the
obligation on the same side of the page and above or
adjacent to the place for the obligor's signature;
however, where a creditor elects to combine disclosures
with the contract, security agreement, and evidence of a
transaction in a single document, the disclosures
required under this Section shall be made on the face of
the document, on the reverse side, or on both sides,
provided that the amount of the finance charge and the
annual percentage rate shall appear on the face of the
document, and, if the reverse side is used, the printing
on both sides of the document shall be equally clear and
conspicuous, both sides shall contain the statement,
"NOTICE: See other side for important information", and
the place for the customer's signature shall be provided
following the full content of the document; or
(ii) one side of a separate statement which
identifies the transaction.
The amount of the finance charge shall be determined as
the sum of all charges, payable directly or indirectly by the
obligor and imposed directly or indirectly by the lender as
an incident to or as a condition to the extension of credit,
whether paid or payable by the obligor, any other person on
behalf of the obligor, to the lender or to a third party,
including any of the following types of charges:
(1) Interest, time price differential, and any
amount payable under a discount or other system of
additional charges.
(2) Service, transaction, activity, or carrying
charge.
(3) Loan fee, points, finder's fee, or similar
charge.
(4) Fee for an appraisal, investigation, or credit
report.
(5) Charges or premiums for credit life, accident,
health, or loss of income insurance, written in
connection with any credit transaction unless (a) the
insurance coverage is not required by the lender and this
fact is clearly and conspicuously disclosed in writing to
the obligor; and (b) any obligor desiring such insurance
coverage gives specific dated and separately signed
affirmative written indication of such desire after
receiving written disclosure to him of the cost of such
insurance.
(6) Charges or premiums for insurance, written in
connection with any credit transaction, against loss of
or damage to property or against liability arising out of
the ownership or use of property, unless a clear,
conspicuous, and specific statement in writing is
furnished by the lender to the obligor setting forth the
cost of the insurance if obtained from or through the
lender and stating that the obligor may choose the person
through which the insurance is to be obtained.
(7) Premium or other charges for any other
guarantee or insurance protecting the lender against the
obligor's default or other credit loss.
(8) Any charge imposed by a lender upon another
lender for purchasing or accepting an obligation of an
obligor if the obligor is required to pay any part of
that charge in cash, as an addition to the obligation, or
as a deduction from the proceeds of the obligation.
A late payment, delinquency, default, reinstatement or
other such charge is not a finance charge if imposed for
actual unanticipated late payment, delinquency, default or
other occurrence.
(h) Advertising for loans transacted under this Section
may not be false, misleading, or deceptive. That advertising,
if it states a rate or amount of interest, must state that
rate as an annual percentage rate of interest charged. In
addition, if charges other than for interest are made in
connection with those loans, those charges must be separately
stated. No advertising may indicate or imply that the rates
or charges for loans are in any way "recommended",
"approved", "set" or "established" by the State government or
by this Act.
(i) A lender or creditor who complies with the federal
Truth in Lending Act, amendments thereto, and any regulations
issued or which may be issued thereunder, shall be deemed to
be in compliance with the provisions of subsections (f), (g)
and (h) of this Section.
(Source: P.A. 89-208, eff. 9-29-95; 90-437, eff. 1-1-98.)
Section 35. The Banking Emergencies Act is amended by
changing Sections 1 and 2 as follows:
(205 ILCS 610/1) (from Ch. 17, par. 1001)
Sec. 1. Definitions. A. As used in this Act, unless the
context otherwise requires:
(1) "Commissioner" means the officer of this State
designated by law to exercise supervision over banks and
trust companies, and any other person lawfully exercising
such powers.
(2) "Bank" includes commercial banks, trust companies
and any branch thereof lawfully carrying on the business of
banking and, to the extent that the provisions hereof are not
inconsistent with and do not infringe upon paramount Federal
law, also includes national banks.
(3) "Officers" means the person or persons designated by
the board of directors, to act for the bank in carrying out
the provisions of this Act or, in the absence of any such
designation or of the officer or officers so designated, the
president or any other officer currently in charge of the
bank or of the office or offices in question.
(4) "Office" means any place at which a bank transacts
its business or conducts operations related to its business.
(5) "Emergency" means any condition or occurrence which
may interfere physically with the conduct of normal business
operations at one or more or all of the offices of a bank, or
which poses an imminent or existing threat to the safety or
security of persons or property, or both at one or more or
all of the offices of a bank.
Without limiting the generality of the foregoing, an
emergency may arise as a result of any one or more of the
following: natural disasters; civil strife; power failures;
computer failures; interruption of communication facilities;
robbery or attempted robbery.
(Source: P.A. 85-204.)
(205 ILCS 610/2) (from Ch. 17, par. 1002)
Sec. 2. Power of Commissioner. Whenever the Commissioner
is notified by any officer of a bank or by any other means
becomes aware that an emergency exists, or is impending, in
the county or municipality or any part thereof, he may, by
proclamation, authorize all banks in the State of Illinois
located in the affected area or areas to close any or all of
their offices, or if only a bank or banks, or offices
thereof, in a particular area or areas of the State of
Illinois are affected by the emergency or impending
emergency, the Commissioner may authorize only the affected
bank, banks, or offices thereof, to close. The office or
offices so closed may remain closed until the Commissioner
declares, by further proclamation, that the emergency or
impending emergency has ended. The Commissioner during an
emergency or while an impending emergency exists, which
affects, or may affect, a particular bank or banks, or a
particular office or offices thereof, but not banks located
in the area generally of the said county or municipality, may
authorize the particular bank or banks, or office or offices
so affected, to close. The office or offices so closed shall
remain closed until the Commissioner is notified by a bank
officer of the closed bank that the emergency has ended. The
Commissioner shall notify, at such time, the officers of the
bank that one or more offices, heretofore closed because of
the emergency, should reopen and, in either event, for such
further time thereafter as may reasonably be required to
reopen.
(Source: P.A. 77-1782.)
Section 40. The Corporate Fiduciary Act is amended by
changing Sections 1-8, 3-1, 3-2, 4-3, 4-4, 4-5, 5-3, 5-6, and
6-2 and adding Article 4A as follows:
(205 ILCS 620/1-8) (from Ch. 17, par. 1551-8)
Sec. 1-8. Change of name or location. A corporate
fiduciary holding a certificate of authority issued pursuant
to this Act must notify and receive written approval from the
Commissioner before changing its name or changing the
location of its corporate headquarters. A corporate
fiduciary which is a State bank chartered by the Commissioner
and which accomplishes a change of name in compliance with
Section 13 of the Illinois Banking Act or a change of
location in compliance with Section 13 17 of the Illinois
Banking Act, as now or hereafter amended, shall be deemed to
have complied with this Section 1-8.
(Source: P.A. 90-301, eff. 8-1-97.)
(205 ILCS 620/3-1) (from Ch. 17, par. 1553-1)
Sec. 3-1. Merger. The merger procedure required of a
trust company where there is to be a resulting trust company
by consolidation or merger shall be:
(1) The board of directors of each party to the merger
merging trust company shall, by a majority of the entire
board, approve a merger agreement which shall contain:
(a) The name of each party to the merger merging
trust company and its location and a list of each merging
party's trust company's stockholders as of the date of
the merger agreement;
(b) With respect to the resulting trust company (i)
its name and place of business; (ii) the amount of
capital, surplus and reserve for operating expenses;
(iii) the classes and the number of shares of stock and
the par value of each share; (iv) the designation of the
continuing trust company and the charter which is to be
the charter of the resulting trust company, together with
the amendments to the continuing charter and to the
continuing by-laws; and (v) a detailed financial
statement showing the assets and liabilities after the
proposed merger or consolidation;
(c) Provisions stating the method, terms and
conditions of carrying the merger into effect, including
the manner of converting the shares of the merging
parties trust companies into the cash, shares of stock or
other securities of any corporation or other property, or
any combination of the foregoing, stated in the merger
agreement as to be received by the stockholders of each
merging party trust company;
(d) A statement that the agreement is subject to
approval by the Commissioner and by the stockholders of
each party to the merger merging trust company and that
whether approved or disapproved, the parties to the
merger merging trust companies will pay the
Commissioner's expenses of examination;
(e) Provisions governing the manner of disposing of
the shares of the resulting trust company not taken by
the dissenting stockholders of the parties to the merger
merging trust companies; and
(f) Such other provisions as the Commissioner may
reasonably require to enable him to discharge his duties
with respect to the merger.
(2) After approval by the board of directors of each
party to the merger trust company, the merger agreement shall
be submitted to the Commissioner for approval, together with
certified copies of the authorizing resolutions of each board
of directors showing approval by a majority of the entire
board of each party to the merger trust company.
(3) After receipt by the Commissioner of the papers
specified in paragraph (2), he shall approve or disapprove
the merger agreement. The Commissioner shall not approve the
merger agreement unless he shall be of the opinion and shall
find:
(a) That the resulting trust company meets the
requirements of this Act for the formation of a new trust
company at the proposed place of business of the
resulting trust company;
(b) That the same matters exist in respect of the
resulting trust company which would have been required
under Section 2-6 of this Act for the organization of a
new trust company.
If the Commissioner disapproves an agreement, he shall
state his objection and give an opportunity to the parties to
the merger merging trust companies to amend the merger
agreement to obviate such objections.
(Source: P.A. 88-408.)
(205 ILCS 620/3-2) (from Ch. 17, par. 1553-2)
Sec. 3-2. Change in control.
(a) Before a change may occur in the ownership of
outstanding stock or membership interests of any trust
company whether by sale and purchase, gift, bequest or
inheritance, or any other means, which will result in control
or a change in the control of the trust company or before a
change in the control of a holding company having control of
the outstanding stock or membership interests of a trust
company whether by sale and purchase, gift, bequest or
inheritance, or any other means, which will result in control
or a change in control of the trust company or holding
company, the Commissioner shall be of the opinion and find:
(1) that the general character of its proposed
management, after the change in control, is such as to
assure reasonable promise of competent, successful, safe
and sound operation;
(2) that the future earnings prospects, after the
proposed change in control, are favorable; and
(3) that the prior business affairs of the persons
proposing to obtain control or by the proposed management
personnel, whether as stockholder, director, member,
officer, or customer, were conducted in a safe, sound,
and lawful manner.
(b) Persons desiring to purchase control of an existing
trust company and persons obtaining control by gift, bequest
or inheritance, or any other means shall submit to the
Commissioner:
(1) A statement of financial worth; and
(2) Satisfactory evidence that the prior business
affairs of the persons and the proposed management
personnel, whether as stockholder, director, officer, or
customer, were conducted in a safe, sound, and lawful
manner.
As used in this Section, the term "control" means the
ownership of such amount of stock or membership interests or
ability to direct the voting of such stock or membership
interests as to give power to, directly or indirectly, direct
or cause the direction of the management or policies of the
trust company. A change in ownership of stock which would
result in direct or indirect ownership by a stockholder or
member, an affiliated group of stockholders or members or a
holding company of less than 10% of the outstanding stock or
membership interests shall not be considered a change of
control. A change in ownership of stock or membership
interests which would result in direct or indirect ownership
by a stockholder or member, an affiliated group of
stockholders or members or a holding company of 20% or such
lesser amount which would entitle the holder by applying
cumulative voting to elect one director shall be presumed to
constitute a change of control for purposes of this Section.
If there is any doubt as to whether a change in the ownership
or control of the outstanding stock or membership interests
is sufficient to result in obtaining control thereof or to
effect a change in the control thereof, such doubt shall be
resolved in favor of reporting the facts to the Commissioner.
(c) Whenever a bank makes a loan or loans, secured, or
to be secured, by 25% or more of the outstanding stock of a
trust company, the president or other chief executive officer
of the lending bank shall promptly report such fact to the
Commissioner upon obtaining knowledge of such loan or loans,
except that no report need be made in those cases where the
borrower has been the owner of record of the stock for a
period of one year or more, or the stock is that of a
newly-organized trust company prior to its opening.
(d) (1) Before a purchase of substantially all the
assets and an assumption of substantially all the liabilities
of a trust company or before a purchase of substantially all
the trust assets and an assumption of substantially all the
trust liabilities of a trust company, the Commissioner shall
be of the opinion and find:
(i) that the general character of the acquirer's
proposed management, after the transfer, is such as to
assure reasonable promise of competent, successful, safe,
and sound operation;
(ii) that the acquirer's future earnings prospects,
after the proposed transfer, are favorable;
(iii) that any prior involvement by the acquirer or
by the proposed management personnel, whether as
stockholder, director, officer, agent, or customer, was
conducted in a safe, sound, and lawful manner;
(iv) that customers' interests will not be
jeopardized by the purchase and assumption; and
(v) that adequate provision has been made for all
obligations and trusts as required under Section 7-1 of
this Act.
(2) Persons desiring to purchase substantially all the
assets and assume substantially all the liabilities of a
trust company or to purchase substantially all the trust
assets and assume substantially all the trust liabilities of
a trust company shall submit to the Commissioner:
(i) a statement of financial worth; and
(ii) satisfactory evidence that the prior business
affairs of the persons and the proposed management
personnel, whether as stockholder, director, officer, or
customer, were conducted in a safe, sound, and lawful
manner.
As used in this Section, "substantially all" the assets
or liabilities or the trust assets or trust liabilities of a
trust company means that portion such that their transfer
will materially impair the ability of the trust company to
continue successful, safe, and sound operations or to
continue as a going concern.
(e) The reports required by subsections (a),(b), (c),
and (d) of this Section 3-2 shall contain the following
information to the extent that it is known by the person
making the report: (1) the number of shares involved; (2) the
names of the sellers (or transferors); (3) the names of the
purchasers (or transferees); (4) the names of the beneficial
owners if the shares are registered in another name; (5) the
purchase price; (6) the total number of shares owned by the
sellers (or transferors), the purchasers (or transferees) and
the beneficial owners both immediately before and after the
transaction; and, (7) in the case of a loan, the name of the
borrower, the amount of the loan, and the name of the trust
company issuing the stock securing the loan and the number of
shares securing the loan. In addition to the foregoing, such
reports shall contain such other information as may be
available and which is requested by the Commissioner to
inform the Commissioner of the effect of the transaction upon
the trust company or trust companies whose stock or assets
and liabilities are involved.
(f) Whenever such a change as described in subsection
(a) of this Section 3-2 occurs, each trust company shall
report promptly to the Commissioner any changes or
replacement of its chief executive officer or of any director
occurring in the next 12 month period, including in its
report a statement of the past and current business and
professional affiliations of the new chief executive officer
or directors.
(g) The provisions of this Section do not apply when the
change in control is the result of organizational
restructuring under a holding company.
(h) As used in this Section, the term "control" means
the ownership of such amount of stock or membership interests
or ability to direct the voting of such stock or membership
interests as to, directly or indirectly, give power to
direct or cause the direction of the management or policies
of the trust company. A change in ownership of stock that
would result in direct or indirect ownership by a stockholder
or member, an affiliated group of stockholders or members, or
a holding company of less than 10% of the outstanding stock
or membership interests shall not be considered a change
of control. A change in ownership of stock or membership
interests that would result in direct or indirect ownership
by a stockholder or member, an affiliated group of
stockholders or members, or a holding company of 20% or such
lesser amount which would entitle the holder by applying
cumulative voting to elect one director shall be presumed to
constitute a change of control for purposes of this Section.
If there is any question as to whether a change in the
ownership or control of the outstanding stock or membership
interests is sufficient to result in obtaining control
thereof or to effect a change in the control thereof, the
question shall be resolved in favor of reporting the facts to
the Commissioner.
As used in this Section, "substantially all" the
assets or liabilities or the trust assets or trust
liabilities of a trust company means that portion such that
their transfer will materially impair the ability of the
trust company to continue successful, safe, and sound
operations or to continue as a going concern.
(Source: P.A. 89-364, eff. 8-18-95; 90-424, eff. 1-1-98.)
(205 ILCS 620/4-3) (from Ch. 17, par. 1554-3)
Sec. 4-3. Service of process upon Secretary of State.
Any foreign corporation acting in this State in a fiduciary
capacity pursuant to the provisions of Article IV and Article
IVA of this Act shall be deemed to have appointed the
Secretary of State to be its true and lawful attorney upon
whom may be served all legal process in any action or
proceeding against it relating to or growing out of any
trust, estate or matter in respect of which such foreign
corporation has acted or is acting in this state in any such
fiduciary capacity, and the acceptance of or engagement in
this State in any acts in any such fiduciary capacity shall
be signification of its agreement that any such process
against it which is so served, shall be of the same legal
force and validity as though served upon it personally.
Service of such process shall be made by delivering to the
Secretary of State, the corporation department of the office
a copy of such process, together with the fee for service of
process required by the Secretary of State, and such service
shall be sufficient service upon said foreign corporation if
notice of such service and a copy of the process are, within
10 days thereafter, sent by registered mail by the plaintiff
to the defendant at its principal office in such other state
or territory and the plaintiff's affidavit of compliance
herewith is appended to the summons. The court in which the
action is pending may order such continuances as may be
necessary to afford the defendant reasonable opportunity to
defend the action. The fee paid by the plaintiff to the
Secretary of State at the time of the service may be
recovered as taxable costs by the plaintiff if such party
prevails in the action. The Secretary of State shall keep a
record of all process served upon him under this section and
shall record therein the time of such service.
(Source: P.A. 85-858.)
(205 ILCS 620/4-4) (from Ch. 17, par. 1554-4)
Sec. 4-4. Place of business not to be established in
State; not deemed transacting business.
(a) A foreign corporation, as defined in Section 1-5.08
of this Act, shall not establish in this State a place of
business, branch office, or agency for the conduct of
business as a fiduciary and because it is not permitted to
establish in this State a place of business, branch office or
agency, a foreign corporation insofar as it acts in a
fiduciary capacity in this State pursuant to the provisions
of this Act shall not be deemed to be transacting business in
this State. The foreign corporation may apply for, and
procure from the Commissioner, a license to establish a
representative office pursuant to the Foreign Bank
Representative Office Act.
The provisions of this subsection (a) do not apply to
foreign corporations establishing or acquiring and
maintaining a place of business in this State to conduct
business as a fiduciary in accordance with Article IVA of
this Act.
(b) Notwithstanding subsection (a) of this Section 4-4,
after May 31, 1997, a branch of an out-of-state bank, as
defined in Section 2 of the Illinois Banking Act, and a
foreign association, as defined in Section 1-10.31 of the
Illinois Savings and Loan Act of 1985, may establish an
office in this State for the conduct of business as a
fiduciary, provided: (i) fiduciary business conducted in this
State by a branch of an out-of-state bank is subject to
examination by the Commissioner; and (ii) the trust
activities of the branch of the out-of-state bank are subject
to regulation, including enforcement actions, by the
Commissioner to the same extent as Illinois corporate
fiduciaries.
(Source: P.A. 90-665, eff. 7-30-98; 91-97, eff. 7-9-99.)
(205 ILCS 620/4-5) (from Ch. 17, par. 1554-5)
Sec. 4-5. Certificate of authority; fees; certificate of
reciprocity.
(a) Prior to the time any foreign corporation acts in
this State as testamentary trustee, trustee appointed by any
court, trustee under any written agreement, declaration or
instrument of trust, executor, administrator, administrator
to collect, guardian or in any other like fiduciary capacity,
such foreign corporation shall apply to the Commissioner of
Banks and Real Estate for a certificate of authority with
reference to the fiduciary capacity or capacities in which
such foreign corporation proposes to act in this State, and
the Commissioner of Banks and Real Estate shall issue a
certificate of authority to such corporation concerning only
the fiduciary capacity or such of the fiduciary capacities to
which the application pertains and with respect to which he
has been furnished satisfactory evidence that such foreign
corporation meets the requirements of Section 4-2 of this
Act. The certificate of authority shall set forth the
fiduciary capacity or capacities, as the case may be, for
which the certificate is issued, and shall recite and certify
that such foreign corporation is eligible to act in this
State in such fiduciary capacity or capacities, as the case
may be, pursuant to the provisions of this Act. The
certificate of authority shall remain in full force and
effect until such time as such foreign corporation ceases to
be eligible so to act under the provisions of this Act.
(b) Each foreign corporation making application for a
certificate of authority shall pay reasonable fees to the
Commissioner of Banks and Real Estate as determined by the
Commissioner for the services of his office.
(c) Any foreign corporation holding a certificate of
reciprocity which recites and certifies that such foreign
corporation is eligible to act in this State in any such
fiduciary capacity pursuant to the provisions of Article IV
of this Act or any predecessor Act upon the same subject,
issued prior to the effective date of this amendatory Act of
1987 may act in this State under such certificate of
reciprocity in any such fiduciary capacity without applying
for a new certificate of authority. Such certificate of
reciprocity shall remain in full force and effect until such
time as such foreign corporation ceases to be eligible so to
act under the provisions of Article IV of this Act.
(d) Any foreign corporation acting in Illinois under a
certificate of authority or a certificate of reciprocity
shall report changes in its name or address to the
Commissioner and shall notify the Commissioner when it is no
longer serving as a corporate fiduciary in Illinois.
(e) The provisions of this Section shall not apply to a
foreign corporation establishing or acquiring and maintaining
a place of business in this State to conduct business as a
fiduciary in accordance with Article IVA of this Act.
(Source: P.A. 89-508, eff. 7-3-96.)
(205 ILCS 620/Art. IVA heading new)
ARTICLE IVA MULTISTATE TRUST ACTIVITIES
(205 ILCS 620/4A-1 new)
Sec. 4A-1. Corporate fiduciaries establishing offices in
other states.
(a) A corporate fiduciary may act as a fiduciary or
otherwise engage in fiduciary activities in this or any other
state or foreign country, subject to complying with
applicable laws of that state or foreign country, at an
office established and maintained pursuant to this Act, at a
branch, or at any location other than an office or branch. A
corporate fiduciary seeking to establish or acquire a branch
in another state or foreign country must comply with the
notice provisions in Section 1-7 of this Act.
(b) A corporate fiduciary may also conduct any
activities at any office outside Illinois that are
permissible for a trust institution chartered by the state
where the office is located, except to the extent those
activities are expressly prohibited by the laws of Illinois
or by any regulation or order of the Commissioner. However,
the Commissioner may waive any such prohibition if he
determines, by order or regulation, that the involvement of
out-of-state offices of state corporate fiduciaries in
particular activities would not threaten the safety or
soundness of those state corporate fiduciaries.
(205 ILCS 620/4A-5 new)
Sec. 4A-5. Foreign corporations establishing places of
business to conduct fiduciary activities in Illinois.
(a) A foreign corporation may establish or acquire and
maintain a place of business for the conduct of business as a
fiduciary in this State provided that a corporate fiduciary
that has its principal place of business in Illinois is
permitted to establish or acquire and maintain a similar
place of business that may engage in activities substantially
similar to those permitted to foreign corporations under this
Act in the state where the foreign corporation has its
principal place of business.
(b) A foreign corporation desiring to establish or
acquire and maintain a place of business to conduct business
as a fiduciary in Illinois under this Section shall provide,
or cause its home state regulator to provide, written notice
of the proposed transaction to the Commissioner on or after
the date on which the foreign corporation applies to its home
state regulator for approval to establish or acquire and
maintain a place of business in Illinois. The filing of the
notice shall be preceded or accompanied by a copy of the
resolution adopted by the board authorizing the additional
place of business and the filing fee required by the
Commissioner. The Commissioner may prescribe the form of the
notice required under this Section. In the Commissioner's
discretion, the application or notice submitted to the
foreign corporation's home state regulator may be sufficient
notice under this Section.
(c) A foreign corporation desiring to establish or
acquire and maintain a place of business to conduct business
as a fiduciary shall (i) confirm in writing to the
Commissioner that for as long as it maintains a place of
business in Illinois, it will comply with the laws of this
State and (ii) provide satisfactory evidence to the
Commissioner of compliance with any applicable requirements
of state foreign corporation qualification laws and
applicable requirements of its home state regulator for
acquiring or establishing and maintaining the office.
(d) A foreign corporation submitting a notice to the
Commissioner in accordance with subsection (b) may commence
fiduciary business at the place of business listed in its
notice on the 61st day after the date the Commissioner
receives the notice unless the Commissioner specifies an
earlier or later date. However, if the foreign corporation
is not a depository institution and the Commissioner approves
the foreign corporation to conduct a fiduciary business in
Illinois subject to specific conditions, the foreign
corporation shall not commence a fiduciary business in
Illinois until it has satisfied those conditions and provided
evidence satisfactory to the Commissioner that it has done
so. The Commissioner may extend the 60-day review period if
additional time or information is needed for approval of the
notice. The Commissioner may deny approval of the notice if
he finds that the foreign corporation lacks sufficient
financial resources to undertake the proposed expansion
without adversely affecting its safety or soundness or that
the place of business is contrary to the public interest.
(205 ILCS 620/4A-10 new)
Sec. 4A-10. Additional places of business for foreign
corporations. A foreign corporation that establishes or
acquires and maintains a place of business to conduct
business as a fiduciary in Illinois pursuant to Section 4A-5
may establish or acquire additional trust offices or
representative offices in this State to the same extent that
a corporate fiduciary may establish or acquire additional
offices in Illinois under Section 1-7 of this Act.
(205 ILCS 620/4A-15 new)
Sec. 4A-15. Representative offices. A foreign
corporation not conducting fiduciary activities may establish
a representative office under the Foreign Bank Representative
Office Act. At these offices, the foreign corporation may
market and solicit fiduciary services and provide bank office
and administrative support to the foreign corporation's
fiduciary activities, but it may not engage in fiduciary
activities.
(205 ILCS 620/4A-20 new)
Sec. 4A-20. Examination of foreign corporations.
(a) To the extent consistent with subsection (c) of this
Section, the Commissioner may make such examinations of any
place of business established or maintained under Section
4A-5 by a foreign corporation as the Commissioner may deem
necessary to determine whether the place of business is being
operated in compliance with the laws of this State and in
accordance with safe and sound banking practices. The
provisions of Section 5-2 of this Act shall apply to the
examinations.
(b) The Commissioner may require periodic reports
regarding any foreign corporation that has maintained a place
of business in this State under Section 4A-5. The required
reports shall be provided by the foreign corporation or by
the home state regulator. Any reporting requirements
prescribed by the Commissioner under this Section shall be
consistent with Section 5-9 of this Act.
(c) The Commissioner may enter into cooperative,
coordinating, and information-sharing agreements with any
other bank supervisory agencies or any organization
affiliated with or representing one or more bank supervisory
agencies with respect to the periodic examination or other
supervision of any office in this State of a foreign
corporation or any office of a corporate fiduciary in a host
state. The Commissioner may accept a report of examination
or report of investigation in lieu of the Commissioner
conducting an examination or investigation.
(d) The Commissioner may enter into contracts with any
bank supervisory agency that has concurrent jurisdiction over
a corporate fiduciary or foreign corporation maintaining a
place of business under Section 4A-5 of this Act to engage
the services of that agency's examiners at a reasonable rate
of compensation or to provide the services of the
Commissioner's examiners to that agency at a reasonable rate
of compensation.
(e) The Commissioner may enter joint examinations or
joint enforcement actions with other bank supervisory
agencies having concurrent jurisdiction over any place of
business established under Section 4A-5 or any office of a
corporate fiduciary in any host state. The Commissioner may
at any time take such actions independently if the
Commissioner deems such actions to be necessary or
appropriate to ensure compliance with the laws of this State.
However, in the case of a foreign corporation, the
Commissioner shall recognize the exclusive authority of the
home state regulator over corporate governance matters and
the primary responsibility of the home state regulator over
safety and soundness matters.
(f) A foreign corporation that maintains one or more
offices pursuant to Section 4A-5 may be assessed, and if
assessed, shall pay supervisory and examination fees in
accordance with Section 5-10 of this Act. The fees may be
shared with other bank supervisory agencies or any
organization affiliated with or representing one or more bank
supervisory agencies in accordance with agreements between
such parties and the Commissioner.
(205 ILCS 620/4A-25 new)
Sec. 4A-25. Notice to Commissioner. A corporate
fiduciary that maintains a place of business in this State
under Section 4A-5, or the home state regulator of such
foreign corporation, shall give at least 30 days prior
written notice or, in the case of an emergency transaction,
such shorter notice as is consistent with applicable state or
federal law, to the Commissioner of:
(1) any merger, consolidation, or other transaction
that would cause a change in control with respect to the
foreign corporation or any bank holding company that
controls the corporation;
(2) any transfer of all or substantially all of the
trust accounts or trust assets of the foreign corporation
to another person; or
(3) the closing or disposition of any place of
business in this State.
(205 ILCS 620/5-3) (from Ch. 17, par. 1555-3)
Sec. 5-3. Violations; orders.
(a) Whenever it appears to the Commissioner from any
examination, statement of condition or report, that any
corporate fiduciary has committed any violation of law, has
made or published a false statement of condition or is
conducting its business in an unsafe, unsound or unauthorized
manner, he shall, by an order under his signature, direct the
discontinuance of such illegal and unsafe, unsound or
unauthorized practices and that the corporate fiduciary
strictly conform with the requirements of the law, and with
safety and security in its transactions.
(b) If a corporate fiduciary refuses or neglects to make
a required statement of condition or any report required
under this Act, or to comply with an order as above stated,
or if it appears to the Commissioner that it is unsafe or
inexpedient for the such corporate fiduciary to continue to
transact business, or that extraordinary withdrawals of money
are jeopardizing the interests of remaining depositors, or
that any corporate fiduciary or officer of a corporate
fiduciary has abused his trust or is guilty of misconduct in
his official position, injurious to the corporate fiduciary,
or that it has suffered a serious loss, he shall enter an
order appropriate to the circumstances, which may include the
appointment of a receiver as hereinafter provided, the taking
of possession of the corporate fiduciary, or the removal of a
director, officer, employee, or agent of the corporate
fiduciary, or he may, represented by the Attorney General,
seek an injunction or other appropriate order from the court.
(c) No dividends shall be paid by a corporate fiduciary
while it continues its business as a corporate fiduciary to
an amount greater than its net profits then on hand,
deducting first therefrom its losses and bad debts.
(Source: P.A. 86-754.)
(205 ILCS 620/5-6) (from Ch. 17, par. 1555-6)
Sec. 5-6. Removal orders. Whenever, in the opinion of
the Commissioner, any director, officer, employee, or agent
of a corporate fiduciary or subsidiary or corporate parent of
the corporate fiduciary shall have violated any law, rule, or
order relating to the corporate fiduciary or subsidiary or
corporate parent of the corporate fiduciary, shall have
engaged in an unsafe or unsound practice in conducting the
business of the corporate fiduciary or subsidiary or
corporate parent of the corporate fiduciary, or shall have
violated any law or engaged or participated in any unsafe or
unsound practice in connection with any financial institution
or other business entity such that the character and fitness
of the director, officer, employee, or agent does not assure
reasonable promise of safe and sound operation of the
corporate fiduciary or subsidiary or corporate parent of the
corporate fiduciary, the Commissioner may issue an order of
removal. If in the opinion of the Commissioner, any former
director, officer, employee, or agent of a corporate
fiduciary or subsidiary or corporate parent of the corporate
fiduciary, prior to the termination of his or her service
with the corporate fiduciary or subsidiary or corporate
parent of the corporate fiduciary, violated any law, rule, or
order relating to the corporate fiduciary or subsidiary or
corporate parent of the corporate fiduciary or engaged in an
unsafe or unsound practice in conducting the business of the
corporate fiduciary or subsidiary or corporate parent of the
corporate fiduciary or violated any law or engaged or
participated in any unsafe or unsound practice in connection
with any financial institution or other business entity such
that the character and fitness of the director, officer,
employee, or agent would not have assured reasonable promise
of safe and sound operation of the corporate fiduciary or
subsidiary or corporate parent of the corporate fiduciary,
the Commissioner may issue an order prohibiting that person
from further service with a corporate fiduciary or subsidiary
or corporate parent of the corporate fiduciary as a director,
officer, employee, or agent. An order issued pursuant to this
Section shall be served upon the director, officer, employee,
or agent. A copy of the order shall be sent to each director
of the corporate fiduciary affected by personal service,
certified mail return receipt requested, or any other method
that provides proof of service and receipt. The person
affected by the action may request a hearing before the State
Banking Board of Illinois, hereafter "the Board", within 10
days after receipt of the order of removal or prohibition.
The hearing shall be held by the Board according to the same
procedures used pursuant to Section 48 of the Illinois
Banking Act, and the hearing shall be held within 30 days
after the request has been received by the Board. After
concluding the hearing, the Board shall make a determination
approving, modifying, or disapproving the order of the
Commissioner as its final administrative decision. A copy of
the order shall be served upon the corporate fiduciary of
which the person is a director, officer, employee, or agent,
whereupon the person shall cease to be a director, officer,
employee, or agent of the corporate fiduciary. Any person
who has been removed or prohibited by an order of the
Commissioner under this Section or subsection (7) of Section
48 of the Illinois Banking Act may not thereafter serve as
director, officer, employee, or agent of any State bank or
corporate fiduciary, or of any other entity that is subject
to licensure or regulation by the Commissioner or the Office
of Banks and Real Estate unless the Commissioner has granted
prior approval in writing. The Commissioner may institute a
civil action against the director, officer, employee, or
agent subject to an order issued under this Section and
against the corporate fiduciary to enforce compliance with or
to enjoin any violation of the terms of the order.
(Source: P.A. 90-301, eff. 8-1-97; 90-665, eff. 7-30-98.)
(205 ILCS 620/6-2) (from Ch. 17, par. 1556-2)
Sec. 6-2. Control by Commissioner.
(a) If the Commissioner with respect to a corporate
fiduciary shall find:
(1) Its capital is impaired or it is otherwise in an
unsound condition; or
(2) Its business is being conducted in an unlawful
manner, including, without limitation, in violation of any
provisions of this Act or of an order of the Commissioner, or
in a fraudulent or unsafe manner; or
(3) It is unable to continue operations; or
(4) Its examination has been obstructed or impeded; the
Commissioner may give notice to the board of directors of the
corporate fiduciary of his finding or findings. If the
situation so found by the Commissioner shall not be corrected
to his satisfaction within 60 days after receipt of such
notice, the Commissioner at the termination of said 60 days
may shall take possession and control of the corporate
fiduciary, its assets, and assets held for beneficiaries of
its fiduciary obligations, as in this Act provided for the
purpose of examination, reorganization or liquidation through
receivership.
(b) If, in addition to a finding as provided in
subsection (a) of this Section, the Commissioner shall be of
the opinion and shall find that an emergency exists which may
result in serious losses to the beneficiaries of fiduciary
relationships with the corporate fiduciary, he may, in his
discretion, without having given the notice provided for in
subsection (a) of this Section, and whether or not
proceedings under subsection (a) of this Section have been
instituted or are then pending, forthwith take possession and
control of the corporate fiduciary and its assets for the
purpose of examination, reorganization or liquidation through
receivership.
(Source: P.A. 85-858.)
Section 45. The Foreign Banking Office Act is amended by
changing Sections 11 and 12 as follows:
(205 ILCS 645/11) (from Ch. 17, par. 2718)
Sec. 11. Pledging requirements; discretion of
Commissioner. A foreign banking corporation holding a
certificate of authority issued pursuant to this Act may be
required, when deemed necessary and appropriate in the
opinion of the Commissioner, to keep on deposit with the
Federal Reserve Bank of Chicago or such State bank or
national bank as such foreign banking corporation may
designate and the Commissioner may approve, interest-bearing
stocks and bonds, notes, debentures or other obligations of
the United States or any agency or instrumentality thereof or
guaranteed by the United States, or of this State, or of a
city, county, town, village, school district, or
instrumentality of this State or guaranteed by this State, or
dollar deposits, or obligations of the International Bank for
Reconstruction and Development, or obligations issued by the
Inter-American Development Bank, or obligations of the Asian
Development Bank, or obligations of the African Development
Bank, or obligations of the International Finance
Corporation, or such other assets as the Commissioner shall
permit, to an aggregate amount, based upon principal amount
or market value, whichever is lower, in the case of the
above-described securities, and subject to such limitations
as he shall prescribe, such amount as the Commissioner deems
necessary for the protection of depositors or the costs of
taking possession and control of not less than the greater of
$100,000 or 5% of the total liabilities (including contingent
liabilities of such banking office, including acceptances,
but excluding (i) accrued expenses, (ii) amounts due and
other liabilities to other offices, agencies or branches of,
and wholly-owned (except for a nominal number of directors'
shares) subsidiaries of, such foreign banking corporation,
and (iii) such contingent liabilities as the Commissioner may
exclude. The deposit shall be maintained with the Federal
Reserve Bank of Chicago or any such State bank or national
bank pursuant to a deposit agreement in such form and
containing such conditions and limitations (including a
deposit in the name of the Commissioner in trust for the
depositors of such banking office) as the Commissioner may
prescribe. So long as it continues business in the ordinary
course such banking office shall, however, be permitted to
collect interest on the securities so deposited and from time
to time exchange, examine and compare such securities.
(Source: P.A. 89-208, eff. 6-1-97; 90-301, eff. 8-1-97.)
(205 ILCS 645/12) (from Ch. 17, par. 2719)
Sec. 12. Control by Commissioner.
(a) Upon the Commissioner's taking possession, pursuant
to Section 53 of the Illinois Banking Act, of the business
and property in this State of the banking office of a foreign
banking corporation whose deposit liabilities in this State
are not insured by the Federal Deposit Insurance Corporation,
the amounts deposited pursuant to Section 11 shall thereupon
become the property of the Commissioner, free and clear of
any and all liens and other claims, and shall be held by the
Commissioner him in trust for the depositors of such banking
office. The Commissioner may, without regard to any
priorities, preferences, or adverse claims and without
obtaining the approval of any court, reduce such property to
cash and, as soon as practicable, utilize the cash to cover
initial liquidation costs, if any, and then distribute any
excess it to such depositors on a pro rata basis; but no
depositor may receive an amount in excess of his account
balances. For purposes of this Section, the term "depositor"
does not include any other offices or branches of, or
wholly-owned (except for a nominal number of directors'
shares) subsidiaries of, such foreign banking corporation,
but includes those to whom such banking office is indebted by
virtue of money or its equivalent received by such banking
office (i) for which it has given credit or is obligated to
give credit to a time or demand deposit or which is evidenced
by a check or draft against a deposit account and certified
by such banking office, or (ii) for which it has issued a
letter of credit for cash or a traveler's check on which such
banking office is primarily liable, or (iii) for which it has
issued an outstanding draft (including advice or
authorization to charge the banking office's balance at
another bank), cashier's check or money order, or other
officer's check.
(b) Whenever the Commissioner takes possession of the
property and business of a foreign bank pursuant to Section
53 of the Illinois Banking Act, the Commissioner shall
conserve or liquidate the property and business of the
foreign bank pursuant to the laws of this State as if the
foreign bank were an Illinois bank, with absolute preference
and priority given to the creditors of the foreign bank
arising out of transactions with, and recorded on the books
of, its Illinois state branch or Illinois state agency over
the creditors of the foreign bank's offices located outside
this State. When the Commissioner has completed the
liquidation of the property and business of a foreign bank,
the Commissioner shall transfer any remaining assets to the
foreign bank in accordance with such orders as the court may
issue. However, in case the foreign bank has an office in
another state of the United States which is in liquidation
and the assets of such office appear to be insufficient to
pay in full the creditors of that office, the court shall
order the Commissioner to transfer to the liquidator of that
office such amount of any such remaining assets as appears to
be necessary to cover the insufficiency; if there are 2 or
more such offices and the amount of remaining assets is less
than the aggregate amount of insufficiencies with respect to
the offices, the court shall order the Commissioner to
distribute the remaining assets among the liquidators of
those offices in such manner as the court finds equitable.
(Source: P.A. 84-1308.)
Section 50. The Foreign Bank Representative Office Act
is amended by changing Sections 4, 6, and 8 as follows:
(205 ILCS 650/4) (from Ch. 17, par. 2854)
Sec. 4. Application; fees.
(a) The application for a license shall contain
information and be accompanied by a reasonable fee as
determined, by rule, by the Commissioner but in no event
shall such fee exceed $300 per year.
(b) The Commissioner shall issue a license to a foreign
bank to establish and maintain a representative office if the
Commissioner finds:
(1) the foreign bank is of good character and sound
financial standing;
(2) the management of the foreign bank and the proposed
management of the representative office are adequate; and
(3) the convenience and needs of persons to be served by
the proposed representative office will be promoted.
(Source: P.A. 85-204.)
(205 ILCS 650/6) (from Ch. 17, par. 2856)
Sec. 6. Revocation of license. If the Commissioner
finds:
(a) the licensee or its representative has violated any
provision of this Act or other law, rule, or regulation of
this State; or
(b) any fact or condition exists which, if it had
existed at the time of the original application for such
license, would have resulted in the Commissioner refusing to
issue such license; then the Commissioner, may certify such
findings to the State Banking Board of Illinois. after
granting the licensee or representative a reasonable
opportunity to be heard before the Board, the Board, upon a
majority vote of all its members, may revoke such license.
(Source: P.A. 85-204.)
(205 ILCS 650/8)
Sec. 8. Powers of the Commissioner. The Commissioner
shall have under this Act all of the powers granted to him
under the Illinois Banking Act, including the authority to
impose a reasonable charge to recover the cost of an
examination conducted by the Commissioner, to the extent
necessary to enable the Commissioner to supervise the
representative office of a foreign bank holding a license.
(Source: P.A. 90-301, eff. 8-1-97; 90-655, eff. 7-30-98.)
Section 99. Effective date. This Act takes effect upon
becoming law.
Passed in the General Assembly May 30, 2001.
Approved August 23, 2001.
Effective August 23, 2001.
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