HB4947 100TH GENERAL ASSEMBLY

LRB100 18303 XWW 33508 b

100TH GENERAL ASSEMBLY
State of Illinois
2017 and 2018
HB4947

Introduced , by Rep. Natalie A. Manley

SYNOPSIS AS INTRODUCED:

205 ILCS 5/16	from Ch. 17, par. 323
205 ILCS 5/35	from Ch. 17, par. 343
205 ILCS 5/80.5 new

Amends the Illinois Banking Act. Provides that a State bank that has been in existence for 10 years or more and has less than $50,000,000 (rather than $20,000,000) in assets may have a minimum of 3 directors. Extends the exemptions from loan and investment limits described in specified provisions of this Act to any department, bureau, board, commission, or establishment of the United States, including any corporation wholly owned by the United States. Provides that the Secretary shall provide information relating to the prior fiscal year upon the request of the State Banking Board.

A BILL FOR

AN ACT concerning regulation.

Be it enacted by the People of the State of Illinois, represented in the General Assembly:

Section 5. The Illinois Banking Act is amended by changing Sections 16 and 35 and by adding Section 80.5 as follows:

(205 ILCS 5/16) (from Ch. 17, par. 323)

Sec. 16. Directors. The business and affairs of a State bank shall be managed by its board of directors that shall exercise its powers as follows:

(1) Directors shall be elected as provided in this Act. Any omission to elect a director or directors shall not impair any of the rights and privileges of the bank or of any person in any way interested. The existing directors shall hold office until their successors are elected and qualify.

(2) (a) Notwithstanding the provisions of any charter heretofore or hereafter issued, the number of directors, not fewer than 5 nor more than 25, may be fixed from time to time by the stockholders at any meeting of the stockholders called for the purpose of electing directors or changing the number thereof by the affirmative vote of at least two-thirds of the outstanding stock entitled to vote at the meeting, and the number so fixed shall be the board regardless of vacancies until the number of directors is thereafter changed by similar action.

(b) Notwithstanding the minimum number of directors specified in paragraph (a) of this subsection, a State bank that has been in existence for 10 years or more and has less than $50,000,000 $20,000,000 in assets, as of the December 31 immediately preceding the annual meeting of shareholders at which directors are elected, may, subject to the approval of the Commissioner, have a minimum of 3 directors; provided that if a State bank has fewer than 5 directors, at least one director shall not be an officer or employee of the bank. The Commissioner shall annually review the appropriateness of the grant of authority to have a reduced minimum number of directors pursuant to this paragraph (b).

(3) Except as otherwise provided in this paragraph (3), directors shall hold office until the next annual meeting of the stockholders succeeding their election or until their successors are elected and qualify. If the board of directors consists of 6 or more members, in lieu of electing the membership of the whole board of directors annually, the charter or by-laws of a State bank may provide that the directors shall be divided into either 2 or 3 classes, each class to be as nearly equal in number as is possible. The term of office of directors of the first class shall expire at the first annual meeting of the stockholders after their election, that of the second class shall expire at the second annual meeting after their election, and that of the third class, if any, shall expire at the third annual meeting after their election. At each annual meeting after classification, the number of directors equal to the number of the class whose terms expire at the time of the meeting shall be elected to hold office until the second succeeding annual meeting, if there be 2 classes, or until the third succeeding annual meeting, if there be 3 classes. Vacancies may be filled by stockholders at a special meeting called for the purpose.

If authorized by the bank's by-laws or an amendment thereto, the directors of a State bank may properly fill a vacancy or vacancies arising between shareholders' meetings, but at no time may the number of directors selected to fill a vacancy in this manner during any interim period between shareholders' meetings exceed 33 1/3% of the total membership of the board of directors.

(4) The board of directors shall hold regular meetings at least once each month, provided that, upon prior written approval by the Commissioner, the board of directors may hold regular meetings less frequently than once each month but at least once each calendar quarter. A special meeting of the board of directors may be held as provided by the by-laws. A special meeting of the board of directors may also be held upon call by the Commissioner or a bank examiner appointed under the provisions of this Act upon not less than 12 hours notice of the meeting by personal service of the notice or by mailing the notice to each of the directors at his residence as shown by the books of the bank. A majority of the board of directors shall constitute a quorum for the transaction of business unless a greater number is required by the charter or the by-laws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors unless the act of a greater number is required by the charter or by the by-laws.

(5) A member of the board of directors shall be elected president. The board of directors may appoint other officers, as the by-laws may provide, and fix their salaries to carry on the business of the bank. The board of directors may make and amend by-laws (not inconsistent with this Act) for the government of the bank and may, by the affirmative vote of a majority of the board of directors, establish reasonable compensation of all directors for services to the corporation as directors, officers, or otherwise. An officer, whether elected or appointed by the board of directors or appointed pursuant to the by-laws, may be removed by the board of directors at any time.

(6) The board of directors shall cause suitable books and records of all the bank's transactions to be kept.

(7) (a) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors may, in considering the best long term and short term interests of the bank, consider the effects of any action (including, without limitation, action that may involve or relate to a merger or potential merger or to a change or potential change in control of the bank) upon employees, depositors, suppliers, and customers of the corporation or its subsidiaries, communities in which the main banking premises, branches, offices, or other establishments of the bank or its subsidiaries are located, and all pertinent factors.

(b) In discharging the duties of their respective positions, the board of directors, committees of the board, and individual directors shall be entitled to rely on advice, information, opinions, reports or statements, including financial statements and financial data, prepared or presented by: (i) one or more officers or employees of the bank whom the director believes to be reliable and competent in the matter presented; (ii) one or more counsels, accountants, or other consultants as to matters that the director believes to be within that person's professional or expert competence; or (iii) a committee of the board upon which the director does not serve, as to matters within that committee's designated authority; provided that the director's reliance under this paragraph (b) is placed in good faith, after reasonable inquiry if the need for such inquiry is apparent under the circumstances and without knowledge that would cause such reliance to be unreasonable.

(Source: P.A. 91-452, eff. 1-1-00; 92-476, eff. 8-23-01.)

(205 ILCS 5/35) (from Ch. 17, par. 343)

Sec. 35. Exemptions from loan and investment limits. The limitations in Sections 32, 33, 34, and 35.1 upon the liabilities of any one person and upon the purchase or holding of marketable investment securities shall not apply to the following as to which there shall be no limitation:

(1) Obligations of, or guaranteed by the United States or any department, bureau, board, commission, or establishment of the United States, including any corporation wholly owned, directly or indirectly, by the United States.

(2) Loans to or obligations of any person to the extent that they are secured by not less than a like amount of bonds or notes of the United States, or certificates of indebtedness of the United States, or Treasury Bills of the United States or obligations fully guaranteed as to both principal and interest by the United States, or to the extent that the same shall be secured or covered by guaranty or by commitment or agreement to take over or purchase, made by any Federal Reserve Bank or by the United States or any department, bureau, board, commission or establishment of the United States, including any corporation wholly owned, directly or indirectly, by the United States.

(3) Obligations of any corporation wholly owned, directly or indirectly, by the United States or of any agency or instrumentality of the United States.

(4) General obligations and tax anticipation warrants of each state of the United States and general obligations of each municipality located in whole or in part in the county in which the bank is located.

(5) Loans to or obligations of any person to the extent that they are secured by not less than the same amount of general obligations and tax anticipation warrants of each state of the United States and of each municipality located in whole or in part in the county in which the bank is located.

(6) Loans to or obligations of or investments in those subsidiaries, established or acquired pursuant to subsection (12) of Section 5 of this Act, all of the stock of which is owned by the bank.

(7) Loans or extensions of credit secured by a segregated deposit account in the lending bank.

(8) Obligations of the State of Illinois, and obligations guaranteed by the State of Illinois to the extent of the guarantee.

(9) To the ownership of certificates of participation in open-end investment companies registered with the Securities and Exchange Commission under the Investment Company Act of 1940 and Securities Act of 1933, provided the portfolios of such investment companies consist wholly of investments in which the bank could invest directly without limitation.

(Source: P.A. 90-301, eff. 8-1-97.)

(205 ILCS 5/80.5 new)

Sec. 80.5. Accounting of Administrative Expenses. Upon request of the Board, the Secretary shall provide information relating to the prior fiscal year, including:

(1) all fees collected under Section 48 of this Act;

(2) the total amount deposited into the Bank and Trust Company Fund;

(3) the total administrative expenses for the fiscal year; and

(4) the amount available to be applied as a credit against fees for the subsequent year as required by subsection (d-1) of Section 48 and the actual amount so credited.